Can Your Heart Really Lie? Rewrite
by Danny vs A Month
Summary: Ben gets a nasty surprise one night. But the next day, the surprises keep piling up. Dark secrets come to light, and a darker plot is revealed. When loyalties are tested, and all secrets laid bare, can Ben and the others stop the threat? Or will it finally be too much? I got permission to rewrite this from the original author FanficFemale
1. Chapter 1

I do not own Ben 10 or any of the characters. This story takes place just before the episode Voided.

_Italics mean thoughts._

* * *

Late Night Visit

Ben yawned, opening his eyes and staring at his alarm clock. It was late. About one in the morning. His brow furrowed. Why'd he wake up? He'd been having a great dream. He coucouldn't remember it, but he'd been having a great dream.

He sighed, closing his eyes again. A crash echoed from outside, followed by the sound of trash spilling across the ground. He sighed. Probably a raccoon. He closed his eyes again, but his brain wouldn't shut off now. It kept replaying the sound. something sounded off about it. He couldn't place what, though. He just somhow knew that there was. His brain began to conjure images. DNAliens digging through trash for hidden laser guns. Probably the most likely scenario, since the others included a zombie, those mushroom aliens Ben killed with foot powder as a child, and some kind of mutent racoon with four arms and porcupine quills on its tail.

He sighed, pushing himself up and walking to his window, looking out of it. The closest trashcans were across the road from their house, a pair of those noisy metal ones that always seem to be trying to make the neighbors mad. Now, however, they were tipped over, spilling across the road in the light of the street lamp. However, the bottom half was still wrapped in shadow, and he could just make out a form slumped across them. He slipped his shoes on and silently dropped out his window, raising his Omnitrix as he cautiously made his way toward the road. It wasn't until he had reached the road until he could make out the red hair, and at that same moment, he heard the voice.

"Ben...please."

Barely a whisper, but more broken and frail than he had ever heard anyone. He was at her side even before he had registered the intention to move. Her clothes were tattered, and most of her usual outfit completely missing. She had on the tattered remains of a tank top, but it was ripped off from just below her breasts, though when she had fallen it had slid up, and a pair of tattered panties that were only barley hanging on. both articles of clothing were filthy, however, stained almost completely brown, except for dark spots that he seriously hoped weren't actually blood, but that he knew, barely deeper than surface level, was definitely blood. Aside from that, at a cursory glance, he was able to make out scars, cuts, bruises, and blood over everything. Her hair was a rat's nest, matted with blood, mud, and tangled into multiple balls. It would have to be cut well above shoulder level to get rid of all the tangles.

"Gwen?" Ben rasped, choking up at the sight of his cousin so mangled and abused.

He knelt, gently lifting her into his arms before turning and looking around, suddenly afraid that whoever, or whatever, had done this to her might still be there. However, the world around them looked normal. He turned, walking quickly back toward his house, avoiding the light of the streetlamp on instinct, then heading for his room. He glanced down at her as he walked, doing a more detailed inspection. What he saw only served to increase his distress, and also confused him. He didn't understand how this could have happened to her. She had gone off on a date with Kevin not five hours ago. Unless Kevin was hurt too, or worse, nothing would have ever done this to Gwen. For all his faults, Kevin truly was both powerful and protective of Gwen. But the thing that confused Ben more wasn't the fact that Gwen was hurt, it was the scars. She had dozens of scars marring her body, anywhere she had exposed skin except for her neck, face, and hands. And all of them were a pearly white, as though they were months old. What the fuck had happened to her? And how had he not known?

He felt guilt start to crush him. He was her family. He was supposed to protect her. She had _always_ protected him, but when she clearly needed him, he had never even noticed something was wrong. He stopped as he reached his window and looked between her and the window a couple of times. This would be tricky.

"Gwen, are you awake?" Ben asked. "Can you hear me?"

Gwen winced but didn't respond. Ben sighed before lifting Gwen and sitting her on the window sill before jumping and slipping his feet through, being careful not to drop Gwen in the process, then gently and carefully brought her through after him. He laid her gently on the bed, and then stopped, staring down at her, mind struggling to process the situation. After a moment, her eyes fluttered before opening slightly and her head lulled to the side. As she stared up at him, his eyes widened at the milky film in her eyes. She looked like she was dead.

"Gwen?" Ben asked, voice cracking.

"Ben," Gwen breathed, raising a hand as tears ran out of her eyes.

He took her hand instantly, tears of his own falling as fear gripped him. he couldn't lose her. He couldn't. He needed her to be okay. "I'm here," he rasped. "I'm here Gwen. You're safe now."

Gwen's tears began to fall faster, but she gave his hand a slight squeeze and smiled. "I...was...afraid."

"You don't need to be afraid anymore," Ben promised. "I won't let anyone hurt you again. I swear I'll protect you from now on!"

Gwen managed a small smile before grimacing and slowly struggling to sit up. Ben reached out instantly to hold her down.

"Don't try to move!" Ben said worriedly. "You're hurt really bad! You have to rest! I...I should get bandages!" He felt foolish for not having thought to bandage her before, instead letting her bleed out on his bedding.

When he turned to leave, however, her grip suddenly tightened from barely there to painful. He spun, seeing the terror in her eyes and the tears flooding down them.

"Don't leave me!" Gwen pleaded.

Ben sat beside her, pulling her into a hug, since she was already sitting up anyway. As if on cue, Gwen began to sob, her entire body shaking and trembling as she buried her face in his chest to muffle her sobs. Ben stroked her back comfortingly and gently, trying not to aggravate her wounds, and her hands clutched at him. His shirt, his neck, his shoulders. Anything she could reach, seeming to need to reassure herself that it was really him. That he was really here with her. Finally, after nearly an hour, Gwen pulled back, still crying but not sobbing.

"Gwen, what happened?" Ben asked.

"I...I didn't mean for it to happen," Gwen cried. "I'm sorry. I tried to get away. I wanted to tell you I was still alive."

Ben's brow furrowed in confusion. Still alive? What was she talking about?

"What are you...talking about?" Ben asked. "Still alive? Gwen I just saw you a few hours ago."

"You...what?" Gwen asked. "But..."

"What happened Gwen?" Ben asked, reaching up and cupping her cheeks gently, making her look up at him.

"I...I can't," Gwen said, tears beginning to run out of her eyes again. "Please don't make me."

"Okay," Ben nodded, pulling her into another hug, Gwen only barely able to keep from sobbing again. "I'll wait." He lifted his hand, staring at the blood on it. "We need to bandage your injuries."

Gwen shook her head. "Not yet."

"What?" Ben asked, confused. "Why?"

"Ben, look at me!" Gwen snorted, Ben allowing his eyes to scan her, unsure what she wanted him to look for, but knowing there was something.

He was about to say he didn't understand when it clicked. She was filthy. Dried blood, fresh blood, dirt, grime, sweat. From what little first aid she had taught him, if they bandaged her injuries like this, she was liable to get an infection. She needed a bath.

"Right," Ben nodded. "Bath first."

Gwen's eyebrow rose before a knowing smirk grew on her face. "I think you're still missing something about the situation dweeb."

"I am?" Ben asked, brow furrowing.

"Ben, I can barely move, let alone wash myself," Gwen pointed out.

Ben's face flushed scarlet and he squeaked out an, "Oh." After a moment of awkward silence, he sighed and nodded, standing and lifting her into his arms again. This time, Gwen's arms wrapped around him and she buried herself closer to him, her face betraying just how vulnerable she was right now, despite her clearly trying to put on a brave face for him.

Ben silently made his way tot he bathroom and opened the door, slipping inside and closing and locking it before gently setting Gwen on the toilet. He turned away, toward the tub, so that he could start the water, only to hear Gwen hiss sharply and a muffled cry of pain to escape her. He turned back to her instantly, seeing tears running down her face, one hand covering her mouth and the other holding a particularly bad wound on her side. Ben took all of one second to understand the situation.

"Can you stand?" Ben asked.

Gwen looked up at him in surprise before nodding. She tried to stand but her legs buckled almost instantly. Ben, having been prepared for it, caught her, holding her against him and sighing.

"I didn't think so," Ben sighed. "Here. Let me help."

Gwen nodded, pushing off of him slightly and Ben used one hand to support her while carefully pulling her top up with the other, making it a point not to look at her as he did. Finally, she managed to slip an arm free and pulled it the rest of the way off herself, dropping it on the floor before ben sat her back on the toilet, keeping his gaze averted.

"I'll get the water running," Ben said, only for Gwen to catch his hand.

"I...I'm so sorry," Gwen said. "I should have warned you. I...I want to take a shower."

"What!?" Ben asked, panic starting to set in at what that would mean instantly. "Why?"

"It's faster, and better," Gwen said, staring at the ground. "If I take a bath, I'll end up sitting in my own filth by the end and won't get clean. If I shower, I can get it all off."

Ben sighed. "I hate it when you use logic."

Gwen smiled. "One of us has to."

Ben managed a chuckle before sighing and nodding. "Okay. Shower it is."

He stood, turning the water on and adjusting the temperature until he thought it should be warm enough to be bearable but cool enough to not aggravate her injuries. "Alright, the water's ready."

"Okay," Gwen said. "Just let me...get these..." she gasped harshly again before a ripping sound filled the bathroom. After a moment, Gwen sighed and dropped the ripped panties with the ruined tank top. "I guess I was never going to wear them again anyway."

Ben's face darkened again. _You can do this Ben. Chill the fuck out. It's just a shower. And she clearly needs your help. Stop freaking out. Besides, this is Gwen. And she's hurt. And it's all your fault. You were supposed to protect her, so since you failed at that, the least you can do is help her take a shower without worrying about whether or not you're going to see her naked. She's your cousin for Christ's sake._

"Are you okay?" Gwen asked, resting a hand on his shoulder. "If...I can take a bath."

"No," Ben said. "No, it's alright. You need to get clean." _And why are _you_ asking me__ if _I'm_ okay? Look at yourself!_

Gwen nodded, using her arms to cover her chest and crossing her legs to cover the rest. Ben kept his eyes off to the as he took held Gwen by her sides, Gwen's own hands resting on his shoulders, Ben pretending he didn't see anything in his peripheral vision, and pulled her gently to her feet. Once she was standing, Ben stepped around behind her and helped her into the shower before stepping in after her. Gwen felt the water and winced as it ran down her arm, but apparently decided it was good enough. She glanced back at Ben and stopped.

"What are you doing?" Gwen asked as Ben was about to use one hand to pass her the body wash, his left hand still helping her support her weight.

_Shit, shit,_ _shit!_ Ben thought. _Please tell me she's not mad that I got in._ "Uh...I was going to...help you."

"Ben, you're still wearing your clothes," Gwen said.

Relief flooded Ben at that. "Wet clothes never hurt anyone."

"It will if it gets you sick!" Gwen argued.

"Gwen, I'm a big boy," Ben said. "I can handle having we clothes for one night. And if not, I can change later."

"There's no need for that," Gwen said. "Just take them off."

"What!?" Ben asked, stomach twisting into nervous knots, though he wasn't sure why. "No way! I'm fine getting them wet."

"Ben stop being ridiculous!" Gwen said, turning and reaching for the buttons of his pajama shirt.

"What are you doing?" Ben panicked.

"Helping you take them off!" Gwen said. "Since you're acting like a child, I'll _make_ you take them off."

"Gwen stop it!" Ben said, taking a step back, only for his foot to squeak loudly as it went out from under him.

He sucked in a loud breath as he started to fall. Gwen tried to catch him, but without him supporting her, she couldn't even hold herself up and ended up going down with him. Ben wrapped his arms around her on instinct, curling forward, and slammed his head into the wall on the way down, groaning but relieved she wasn't hurt.

"Are you alright?" Gwen gasped worriedly, reaching up to his head.

"I'll probably have a bump tomorrow," Ben said, wincing as her fingers found the spot he had hit. "Ow."

"It's your own fault for acting like a child!" Gwen scolded. "If you would have just taken them off like I said, you wouldn't have fallen!"

"You did it again, you know," Ben said.

"What?" Gwen asked.

"Asked me if I'm okay," Ben said.

"Why is that weird?" Gwen asked. "I care about you Ben. I always want you to be okay."

Ben blinked, staring up at her. The sincerity in her voice had caught him off guard, but as he looked into her eyes, he saw more conviction of it than he had ever seen in anyone. "I...uh...I'm not...I'm more worried about you."

Gwen's eyes widened as she stared down at him. "You are?"

"Yeah," Ben said, brow furrowing in confusion. "You scared the hell out of me when I saw you outside. You looked so hurt, and weak, I was afraid you might...but, ever since you woke up, you've just been asking me if _I'm_ okay, when _you're_ the one who's hurt."

He stopped, staring up into her eyes, seeing the tears running down her cheeks, yet the pure joy shining from her eyes. He was about to ask if she was okay, but he was cut off by her lips meeting his. His eyes shot wide open as she kissed him, too stunned to even respond at first. However, there was something off about the kiss, besides the tears flooding even more freely down her face. He could feel her separation, and her need from the kiss. And her frailty. Somehow, he knew that if he pushed her away, he would break her, and yet, he had to. After all, they were cousins. They couldn't do things like this. With a start, Ben realized that his body had already made up its decision and was already kissing Gwen back. Gwen sighed into the kiss, pressing herself closer to Ben, one hand moving to the back of his head and pulling him deeper into the kiss.

Ben's head began to spin rapidly as it struggled to catch up. He was kissing Gwen. His cousin. And he was enjoying it. So much so that when he felt her tongue against his lip, his own met hers instantly, beginning to slide against hers as they both deepened the kiss, beginning to map out the contours of each other's mouths. Ben's head began to spin faster. This was wrong. He shouldn't be doing this. He shouldn't be _enjoying_ this. This shouldn't feel so perfectly _right_. But even as the kiss began to grow more intense and heated, still he could sense her need, her frailty. But more than anything, he felt love. That was probably the thing that finally broke him. That, or his constant need to help people who were suffering, as he could feel Gwen so clearly was. Or maybe it was just hormones. but either way, he surrendered himself fully to the kiss, one hand pulling Gwen's head in place as the other moved to the small of her back, pulling her tighter against him, Gwen exhaling a soft puff of air, sucking his bottom lip into her mouth.

Suddenly, the door handle jiggled and Gwen jerked back, eyes wide as she clapped a hand over her mouth, a mortified horror shining from her eyes. After a moment, a knock sounded.

"Ben, are you alright in there?" Carl's voice asked. "You've been in there for an hour, and we heard something fall."

"Uh, yeah, I'm fine," Ben said, hoping his voice didn't sound as panicked as he felt. "I just slipped. I'm alright. I couldn't get back to sleep so I figured I'd take a shower and hope it helped."

"Alright, well, try to hurry," Carl said. "You've got school in a couple hours."

"Alright," Ben said, Carl walking away, judging by his footsteps. Once he was gone, Ben let out a slow breath he hadn't realized he'd been holding.

"Ben I'm so sorry!" Gwen said, tears flooding down her face. "I didn't mean...I should have never done that! I don't know what came over me!"

"Hey," Ben said, pulling her into a hug, Gwen stiffening before melting into the embrace. "I'm not mad, Gwen. In case you didn't notice, I didn't exactly try to stop you."

"But...I shouldn't have-"

"Gwen," Ben said sternly. "I'm not angry, so don't apologize. I want to help you however I can. And speaking of helping, I think we got sidetracked from our original purpose for being in here."

Gwen's face flushed scarlet instantly and she quickly climbed up off of him, Ben's own face darkening even more as doing so put her entire body in his line of sight. He pushed himself up, still keeping his gaze averted, only to blink several times as his vision went black and his head numb. After a moment, he blinked the darkness away and found himself sitting in the tub again, an extremely worried Gwen kneeling in front of him.

"Ben, oh my God, are you alright?" Gwen asked.

"I think so," Ben said. "I guess I stood up to fast or something. I'm sorry."

"No, I'm sorry," Gwen said. "I didn't mean to, I swear."

"Gwen, I told you, don't apologize," Ben said. "I'm not angry that we kissed."

"It's not that!" Gwen said, on the verge of tears again. "While we were...I was...I accidentally stole your mana to heal myself. I didn't mean to, I swear. It just kind of...it was instinct."

"You...stole my mana?" Ben asked, eyes dropping to her body, unbidden, and realized that she was , in fact, completely healed.

Her hair was still a mess, but her body was completely free of open wounds. Instead, she had even more scars. Ben swallowed hard, tearing his eyes away from her body and blushing bright red again.

"We should shower," Ben said. "It's why we're here in the first place."

Gwen nodded and both stood, turning away from each other, Ben finally glancing down to where his pajama bottoms were pushing outward slightly. He swore internally. This was so wrong. He took them off, deciding to just do what Gwen had told him to before, and both of them quickly cleaned themselves, taking care to stay out of each other's way. Finally, Ben was done just as Gwen spoke.

"Ben...I need you to do my back," Gwen said. "And, see if you can untangle my hair. I don't want to have to regrow it."

Ben blushed scarlet but nodded, taking her shampoo and body wash, which she kept at his house, along with a duffle bag of spare clothes, in case she had to spend the night after a late night of hero business. He started with her hair, using the shampoo to try and loosen it, before trying to work the tangles out. However, after five minutes of absolutely no progress, probably actually making it worse, he sighed. "I can't untangle your hair."

Gwen sighed and nodded. "Alright. "Just get my back for me, please."

Ben nodded and used her body wash to gently and carefully scrub the grime off of her back, Gwen bracing herself against the wall with her hands to avoid slipping. ben fought to ignore what the position reminded him of. After another second, he let his hand fall.

"I'm done," Ben said.

Gwen moved to stand, only for her legs to buckler. In the blink of an eye, Ben had his arms around her, one around her waist, and the other about level with her lower ribs. As a result, however, the erection he had been trying to hide pressed firmly against her rear. Gwen gasped harshly and Ben's entire face turned scarlet. He released her as soon as he was sure she wouldn't fall, and turned away.

"I'm sorry!" Ben said.

"I-It's alright," Gwen stammered. "I-It happens. I-It's natural."

Ben nodded, and after a moment, Gwen got out, grabbing one of the folded towels on the wall rack to dry off while Ben rinsed himself quickly before grabbing his own towel and drying. Then, he pulled his wet pajamas back on as Gwen wrapped her towel around herself. They peeked outside before quickly heading back to his room. Once there, Ben locked the door and waited for Gwen to get dressed before turning and pressing his back against the door, watching her as she folded the towel and draped it over the back of his desk chair.

"Gwen," Ben said. "Tell me what happened to you."

* * *

Tell me what you think about the first chapter? How's it hold up to the original? For the most part, it's probably going to follow the original's story line, at least for as far as the original got, but after that, you'll have to keep reading to find out.


	2. Chapter 2

I do not own Ben 10 or any of the characters.

_Italics mean thoughts._

* * *

Story

"Gwen, tell me what happened to you. You don't have to tell me everything but...I need to know."

Gwen was silent, sitting on the edge of the bed and staring at her hands, which were twisting her fingers together in her lap. "I was captured by DNAliens. They...They took me to their homeworld. They...did things to me. Experiments. Torture. Beatings. It felt like months there. But...I guess here it was only a few hours."

Ben leaned more heavily against the door, feeling like the room was spinning, like he might throw up. Months? They had tortured her for months? That couldn't be right. He felt guilt welling up insidd of him. He had failed her. He had been supposed to save her, and he had failed. He had let her be hurt for months and he had never even known something was wrong. Time difference or not, he should have been there for her.

"Gwen...I..." Ben trailed off, shaking his head slowly before sinking to the ground, cradling his head in his hands. "I should have...I should have protected you. I should have been there for you. I should have saved you."

Gwen knelt in front of him, wrapping her arms arouns him. "Don't. Don't do that to yourself."

"I failed you," Ben said. "I didn't protect you when you needed me."

"Ben, you couldn't have known," Gwen said. "It's not your fault. I don't blame you. I could never blame you! You've always been there when I needed you."

"But I wasn't there for you when you needed me most," Ben said.

"You're here now!"

"It's too late now!" Ben snapped. "You were already hurt! You were almost dead when I found you! I almost lost you again!"

Gwen's eyes widened. They _never_ spoke about Xenon. Even after all these years.

"They had you for months and I did nothing!" Ben said, feeling himself on the verge of tears from his guilt.

Gwen pulled him into a hug again, Ben slowly uncurling and hugging her back. "Please stop blaming yourself. There was nothing you could have done. So please just...calm down. I don't want you to hurt over this too. I just want to be able to be with you again. To be able to laugh and goof off again like always."

Ben pulled back and looked into her eyes, seeing they were as watery as his own. He smiled. "How did I end up the one needing to be comforted?"

Gwen smiled, but there was so much sincerity in her face and voice when she spoke that it actually caught him off guard. "I'll always be there to comfort you when you need it."

Ben swallowed hard, mind flashing back to the kiss before he forced it away, nodding. "We should get some sleep."

Gwen nodded, glancing at the couch.

"You can have the bed," Ben said. "I'll sleep on the couch."

"What?" Gwen gasped. "No! You can't do that!"

"Gwen, it's alright," Ben smiled. "It's more comfortable than it looks."

"But...if your parents find you on the couch in the morning, they'll want to know why."

Ben watched as her expression went from guilty, to conflicted, to nervous quickly. Finally he sighed. "Alright. Scoot over."

"What?" Gwen blinked, blushing slightly.

"This is what you were going to suggest anyway, right?" Ben asked. I just skipped the steps in my head. I make an argument to let you have the bed, then you'd argue that it's my bed. I'd say that I'm lending it to you and you'd make up something smart, like how it'd be easier because in the mor ing I won't have to move any blankets or pillows. Then I'd concede to your logic, as always, and now here we are."

As he had been speaking, he sat on the edge of the bed.

Gwen smirked before frowning. "Alright, but no wet pants."

Ben blushed but nodded. Then, he pulled them off, leaving him in a pair of mostly-dry boxers as he climbed into bed, Gwen's face scarlet.

"Happy now dweeb?" Ben asked.

After a moment, Gwen pressed herself into his chest, curling iinto him and holding him tight. "Yes," she said in a small, trembling voice.

Ben smiled, curling around her protectively, his right hand stroking over her tangled hair. "We still have to fix your hair."

"Tomorrow," Gwen said. "Sleep now."

Ben chuckled and nodded, curling a little tighter, hearing Gwen sigh contentedly. He smiled, kissing the top of her head before closing his eyes, drifting off to sleep quickly.

* * *

Ben opened his eyes, groaning as his alarm screamed insistently into his ear. He pulled a pillow over his head and reached out, feeling blindly for the snoop button, but found nothing. Finally, he opened his eyes, spotting the clock only to freeze. Two thinks were wrong. First, he had overslept and the clock was flashing "08:50" at him in angry red LED. the second thing was that Gwen was not in the bed. Or the room.

He hurled the blanket off of himself and sprinted to the bathroom, but it was empty, except for the ruined u derwear in the corner. He ran downstairs. Empty. He ran back to his room and looked around. Panic flooded him.

_This can't be happening! It wasn't a dream, so where the hell did she go? Dammit! What if she was taken again? Fuck she could have been there for months already!_

He stopped, forcing himself to calm down and think. He'd have woken up if she'd been taken. So where would she have gone first thing in the morning? He slapped his forehead. She went home. She went to see her family after being held captive for months, and, if he knew Gwen, probably also to get ready for school.

He got dressed quickly and ran outside, transforming into Jetray and flying to her house before tranforming back. Once he had, he knocked on the door, struggling to remain calm as doubt and fear began to eat away at him. Finally, the door opened, though Ben's momentary flash of relief was smothered as Kevin stared down at him in confusion.

"What are you doing here Tennyson?"


	3. Chapter 3

I do not own Ben 10 or any of the characters.

_Italics mean thoughts._

* * *

Stalker

Ben remained slient as he sat on Gwen's couch, waiting for her to finish getting ready for school. He had refused to tell Kevin why he was so desperate to see Gwen, which, of course, only made Kevin mad.

"What are you doing here Tennyson?" Kevin tried for the millionth time.

"I told you, I'm here to see Gwen," Ben said. "And no, I won't tell you why."

Kevin sunk back into his chair, fuming, arms crossed and clenching his bicepz in an effort not to hit something. Finally, Gwen came down the stairs, stopping as she saw Ben. Ben stood instantly, walking over to her.

"Ben?" Gwen asked, just as Ben cuped her face, turning it this way and that as he inspected her. "What are you doing?"

Ben didn't answer, instead stopping to stare into her eyes for a moment. Gwen fell silent under the intesity of his gaze before he sighed, releasing her. Gwen looked to Kevin but he was just as confused as she was.

"Ben," Gwen said worriedly, "are-"

"Are you okay?" Ben interrupted, Gwen once again shocked by the intensity of his gaze, as well as the sincere concern in his voice.

"I...I'm fine," Gwen said. "What's going on?"

Ben was silent for a moment. She was acting normal, so he should try to as well. He had already made things awkward enough. Ben was silent for another moment before smiling. "Just making susure Kevin wasn't too much of an asshole."

Gwen smirked, rolling her eyes. "Nothing I can't handle."

Ben smiled nodding, then glanced at the clock on the wall. Gwen was going to be late, and Ben assumed Kevin was her ride.

"We should get going," Ben said.

"Oh crap!" Gwen gasped. "I'm going to be so late!"

Kevin was on hiz feet even before she called him, and they ran to the car. However, just as the engine roared to life, Ben got in back, closing the door. Both twisted around.

"Can I get a ride to?" Ben asked. "I don't have time to get my car."

Kevin sighed. "Why not? You're already in the car anyway."

Ben smiled and Kevin pulled away from the curb. The ride over wasn't as bad. After a few minutes, their usual banter started up and the ride passed by quickly. Soon enough, they were sitting in front of Gwen's school.

"Thanks Kevin," Gwen said, moving to get out, only for Ben to catch her wrist, his intense gaze from before back. "Ben, I'm already late!"

"Do you have your Plumber Badge?" Ben asked, Gwen blinking in surprise.

"Yes," Gwen said. "Yes. I have my badge. Now can I go?"

Ben watched her for another moment before cracking a grin and releasing her. "Now you know how I feel when you nitpick me."

Gwen sighed, also grinning. "Very funny Ben. I gotta go. Get to class before you get in any _more_ trouble."

"I will," Ben nodded, smiling.

She walked away and Kevin twisted around, only to stop as he saw Ben's cold stare.

"We need to have a chat Kevin," Ben said. "Now."

Kevin nodded and drove to his garage. As soon as he had parked, Ben ggot out, walking over and shutting the door, then turned to Kevin, who was leaning against the back of his car.

"Talk," Kevin said. "You might have fooled Gwen with that joke before, but you and I know that was bullshit. Why are you being so obsessively overprotective?"

"Something happened to Gwen last night," Ben said.

Kevin's eye widened. "What!?"

"She was hurt," Ben said. "She came to me for help and-"

Kevin had crossed the distance between them in one step, grabbing Ben by the front of his shirt. "What happened to Gwen?"

"I can't tell you," Ben said. "It's not my place. And don't you _dare_ try to force Gwen to tell you. All you need to know is that it's bad. Really bad. Gwen came to me for help, then crashed in my house for the night before heading back home to get ready for school. When I saw she was acting normally, I thought maybe she just didn't want you to know. Or maybe it's for herself. Whatever the reason, you have to swear to me that you'll protect her whenever I can't."

"I swear it," Kevin said.

"Swear it on your father," Ben said, knowing how much that would mean to Kevin.

"I swear on my father's name, I won't force her to tell me, and will protect her no matter what."

"Good," Ben nodded. "Now, about that ride to school."

* * *

Gwen looked around as she sat in her last class. All day, things had been weird. First Ben was acting strange, then her mana started acting up, as though it was restless. It made her jittery and jumpy. Constantly on edge. Then repeatedly throughout the day, she had had the feeling she was being watched. She was almost willing to chalk it up tto her restless mana, if she hadn't caught a glimps of someone in gym. She had glanced out the window and caught a flash of someone ducking out of sight, though she hadn't had the chance to tell who.

Finally the bell rang and Gwen was up and out of the school in minutes, beating everyone else. Just as she stepped outside, she saw her mistery stalker duck behind a tree. As Gwen walked toward the tree, she focused, preparing for a fight. Enough was enough. She was settling this. Except, there was no one there. She looked around, seeing the person sprinting away, slipping between two buildings, Gwen just catching a flash of red hair. Gwen took off after the person instantly. She was settling this. No more weird stuff. She had had her fill.

As she chased her fleeing stalker, Gwen's brow furrowed. Something was up. They weren't running randomly. They were heading somewhere. And they were using alleyways to keep her from seeing them clearly.

Gwen tried to orient herself as they ran, and as she realized where they were heading, she swore, digging out her Plumber Badge instantly. _I guess Ben was right about me needing this after all. I'm _so _never telling him he was right. _"Kevin, are you there?"

After a moment of silence, Kevin answered. "What's wrong?"

"I think Ben's in trouble!" Gwen slipped on a piece of trash and went down hard, grunting, then pushing herself up, rubbing her hip and limping for a moment before continuing to run. "Meet me at his school!"

"Are you alright?" Kevin asked.

"Yeah," Gwen said. "I slipped on some trash. Hurry Kevin."

"I'm on it," Kevin said. "I'll meet you there."

Then he disconnected.

* * *

Ben smiled as he walked out of the school. It had been a long day, and he had been too worried about Gwen to focus, but now that he was off, he could talk to her again, maybe find out more about what happened, or see if she is actually suddenly doing as okay as she seemed.

"Hey Ben!" a voice behind Ben called out, Ben turning and seeing Julie walking over. "Want to walk together?"

"Absolutely," Ben smiled.

They turned, walking away from the school only for Ben to stop. A chill ran up his spine before he suddenly felt antsy, and like he had chugged five Redbulls and a Five Hour Energy.

"What's wrong?" Julie asked as Ben turned, staring back at the school.

"I'll have to take a rain check," Ben said, voice cheerful, but face blank.

"Be careful," Julie said worriedly.

"I will," Ben promised.

He walked back into the school, stopping after the first corner as the feeling stopped. His brow furrowed and he looked around carefully.

"You came back," a voice behind him said, Ben turning, eyes widening, before he spoke.

"What are _you_ doing here?" Ben asked.

"I'm being chased," the person said. "I need your help."

"Who is it?" Ben asked.

"Kevin and Gwen."

* * *

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	4. Chapter 4

I do not own Ben 10 or any of the characters.

_Italixs mean thoughts._

* * *

Confused

Kevin climbed out of his car and closed the door, running over to intercept Gwen as she headed for the school. "Gwen! What's going on?"

Gwen turned, metting him halfway and taking a second to catch her breath. "I felt like I was being watched all day, and eventually saw them, but when I went to confront them, they took off toward Ben's school. I tried to call him but he's not answering."

Kevin nodded, pulling out his Plumber's Badge and trying to call Ben, receiving no answer. "That's weird. And he was hounding _you_ about keeping your Plumber's Badge on him." He activated the locater function and a small map formed over it, except that there were not three, but four dots glowing on it.

"Four?" Gwen asked. "Does that mean there's another Plumber here?"

"Or someone stole a badge," Kevin said. "Looks like one's at the back of the school, and one's in the middle."

"I don't like this," Gwen said. "It feels like a trap."

"Yeah," Kevin nodded. "We'll have to split up. I'll take the one at the back."

Gwen was silent for a moment before nodding. "Be careful. If you need me, call and I'll be right there."

"I will," Kevin nodded. "You be careful too, okay?"

Gwen nodded and they walked into the school together, before splitting up. Kevin walked silently through the school, pausing at a water fountain to absorb the stainless steel before continuing. After a few more minutes, he walked into the gymnasium, looking around.

"Oh yeah," Kevin mumbled to himself. "This is a trap." He walked to the center of the room before stopping. His badge's signal was now overlapping the other. "Okay, so...where is it?" He heard something touch the ground behind himself and spun, only to stop as he saw Big Chill. "Jeez Ben, you gave me a heart attack. What's the deal? Why didn't you answer us?"

Ben remained silent, slowly unfurling his wings before rising into the air.

"Ben?" Kevin asked, then dove to the side out of tue way of a jet of frozen air, which froze the ground. "What the fuck Ben!?"

Ben took off, circling Kevin and tried to hit him with another blast of ice, only for Kevin to again avoid it. Kevin rolled under a third as Ben flew down at him. However, Kevin dropped under Be. as Ben turned intangible, then reached outb grabbing Ben's ankle as BBen turned tangible again, swinging him over his head and slamming him into the ground, pinning him.

"What the fuck are you doing Ben?" Kevin demanded, only to be blasted in the face and torso by ice. He staggered backward, the metal covering his face and chest tightening slightly as he brushed the frost off of his face, looking around. Ben was gone.

"This isn't funny Ben!" Kevin called out. "Tell me what's going on."

Suddenly, Ben shot out of the ground below Kevin, a massive formation of ice growing with him. When it stopped, the tip was just below the ceiling and Kevin was frozen in the middle of it, fifteen feet off the ground and only his head exposed. The metal over his body began to constrict as it cooled.

"Looks like I win this time, Kevin," Ben said, hovering in front of him.

"What the fuck Ben!?" Kevin demanded. "Get me out of here!"

"I'm sorry Kevin," Ben said, landing on the floor and turning back to normal, allowing Kevin to see the stern look in his eyes. "I can't do that. I'll explain after, but for now, you'll have to trust me." Just then, Ben's Plumber's Badge began to flash. "I've got to take this. I'll be right back to explain as much as I can."

Ben walked out of the room, answering the call.

"Hey, it's me," Ben said. "I just finished."

"Any problems?" the caller asked.

"Nah," Ben smirked. "I've got this handled. I'm going to try to tell him just enough for him to stay out of the way, then I'll be over to help."

"Don't take too long," the other person said. "She's here. I've got to go."

"Be careful," Ben said. Then, he put the badge away and turned in time for an ice-coated fist to crash into his jaw and everything went black.

* * *

Gwen stepped into the cafeteria and stopped. All of the tables had been folded up into their compartments along the side walls, leaving the area clear of obstacles, or cover. And there, standing in the center of the room, was Gwen. Gwen blinked, staring at her replica. She looked like a perfect copy. The one difference to tell them apart was that Gwen's hair was up in a ponytail and she had on a red sweater, while the copy's hair was down, tangled hopelessly, and she had on a blue sweater.

"Apparently whoever made you didn't teach you how to brush your hair," Gwen said, mana lighting up around her hands, the copy doing the same.

"Whoever _made_ me?" the copy scoffed. "That's rich coming from a clone."

Gwen raised an eyebrow before looking around. "So you were the one spying on me."

It was more statement than question, and the copy let out a bark of laughter.

"And the one you swere chasing," the copy smirked. "Which, by the way, you _really _suck at."

Gwen's eyes narrowed. She was already tired of the small talk. She could get info from the copy later. "What have you done with Ben?"

The copy's face flooded with rage and indignation. Before Gwen even realized the copy was moving, a blast of mana e ploded into her chest, charring the front of her sweater and slamming her into the wall before a beam of it grabbed her, pinning her to the wall.

"What do you care about Ben!?" the copy snarled. "If anyone's a threat to Ben it's you!"

"You're the Albedo in this situation!" Gwen snapped.

"Albedo?" the copy blinked.

Gwen's hand twistedb resting against the side of the mana beam and suddenly it swelled under her hand before the buldge shot back along the beam before exploding in front of the copy, throwing her backward.

"Not such a perfect copy after all," Gwen said as shshe landed on her feet and stood. "They didn't give you all of my memories."

The copy seemed to snap at that, however. She rose from the floor, mana shining from her hands so strong that Gwen couldn't see her copy's hands. "How dare you steal _my_ life, _my_ friends, and then call _me _the copy!?" She hurled a massive sphere of mana at Gwen, who formed a shield between them.

The blast hit the shield and exploded, shattering the shield before hurling Gwen backward into the wall hard. Gwen groaned. _That hurt. What's with this copy? How can she be so powerful? Whoever made her really knew what they were doing._

"You're through impersonating me!" the copy seethed, Gwen actually taken aback by the pure hatred and conviction in the copy's eyes. "You and that damned Highbreed took _EVERYTHING FROM ME! ! !"_She sent an even larger mana blast at Gwen. Gwen shoved as much mana i to a shield as she could, rising to her knees, but the blast once again effortlessly blasted through her shieldb this time hitting her directly. Gwen's head crashed into the wall and she dropped to the floor with a pained grunt. Before her, the copy raised a hand, a sphere of mana forming, so much mana being forced into it that small lightning-bolt-like tonges of mana kept flashing out and blasting the ground, causing it to begin to crack.

"I'm taking my life back!" the copy raged. "Starting with you!"

She swung her arm forward and the sphere turned into a massive, spiralling beam of mana, which sped through the air at Gwen, but Gwen was still too weak and disoriented to avoid it. Then, a pair of arms grabbed her in a tackle, getting her out of the way of the blast less than a second before it hit the wall, exploding and blasting an enormous hole in the wall, scorching the wall and floor around it.

Gwen looked up at the metal face above her. "Kevin!"

"You okay?" Kevin asked, his back steaming and slowly fading from an orangish red.

"I'm fine," Gwen nodded, then looked over at her doppleganger, seeing her staring at Kevin in shock. Suddenly, a hint of dismay crept into her expression, then fear.

"What did you do to Ben?" the copy asked, voice demanding yet oddly wavering slightly for some reason.

"I knew it," Kevin said. "I knew Ben wasn't smart enough to come up with that trap all by himself. On the other hand, I'm a little confused why there are two Gwens here."

"She's a clone of me!" both Gwens accused, pointing at each other. "No I'm not! You are!"

"This is going to get confusing really fast," Kevin sighed, juat before the Gwen who was still standing picked him up with a beam of mana.

"K'll ask one last time," that Gwen said, much more forcefully this time and accompanied by her beginning to squeeze Kevin. "What did you do to Ben?"

Before either could do anything, Gwen hurled a mana blast, hitting her copy in the stomach and hurling her backward. Kevin landed on his hands and feet, standing.

"What do we do?" Kevin asked.

"I'm going to start by knocking her out," Gwen said. "Then we can figure out who made her and why afterward."

As the copy began to stand, Gwen summoned as much mana as she could into a beam and sent it at the copy. However before it could reach her, Ben stwpped into the way, arms out to the sides and eyes squeezed shut. Gwen shouted in surprise, yanking her arms to the side and the mana blast veered off, exploding against the wall instead.

"Ben!?" Gwen asked, eyes staring at the dark purple bruise spreading from his jaw to his temple on the right side, and having spread to the front to blacken and swell his right eye. "What happened to you?"

"I hit him a little harder than I meant to," Kevin said apologetically. "Sorry Tennyson."

"Are you alright Gwen?" Ben asked.

"I'm fine," Gwen said.

"Not you," Ben said, turning so that the left side of his face was toward the copy. "Are you alright?"

"Forget me!" the copy gasped. "Look at yourself!" She rushed over, stepping in front of him and lightly rested her fingers against his bruise, only for Ben to hiss sharply in pain and recoil. "You cracked his skull Kevin!"

Kevin winced, then shrunk back as both Gwens glared at him. The copy cupped Ben's face with bogh hands to hold him still, ignoring Ben's yelp of pain, and closed her eyes, her left hand shining with mana as the bruise began to fade. Once it was finished, she sighed, brushing her thumb over his cheek bone, which had been shattered, and found it was completlwy healedb as was the rest of the damage.

"Thanks," Ben smiled, then turned to the other two.

"I don't know what lies she told you, Ben, but I'm real Gwen," Gwen said. "I've been with you your whole life! You have to know I'm the real one!"

"Seriously Tennyson, Kevin agreed. "Even I can tell this one's real."

"No offense, Kevin, but I think I know Gwen better than you," Ben said. "I know which is real."

"Oh yeah?" Kevin asked. "Well tell me this smartass. Would the real Gwen do_ that_-" he pointed to thw gaping hole in the wall off to Ben's rught side, where he hadn't been able to see before, "-while trying to kill the other Gwen?"

Ben stared at the hole. Even half blind, he felt kind of stupid for missing it. Then, what Kevin had said registered in his brain. Ben turned to the copy. "Is that true?"

Already tears were streaming down that Gwen's face. "Yes." She began to sob, Ben instinctively wrapping his arms around her, beginning to comfort her as her hands gripped the front of his shirt. "I was so mad!" Gwen sobbed. "I lost so m-much to them! And they h-had a rep-placement to steal eve-hen more! I just couldn't stop myself! I wanted to hurt them! To make them pay! What have they done to me? What have they turned me into?"

"It's alright Gwen," Ben whispered as he rubbed her back comfortingly. "They won't hurt you again. I promise. I swear to you I will never let them touch you again."

Gwen nodded slowly calming down. Ben swallowed hard, trying to quell the hatred and fury trying to fill him at the knowledge of just how broken Gwen was because of the Highbreeds.

"I have to fix this," Gwen said finally, once she was calm enough.

Ben nodded and Gwen stepped back, turning to the hole in the wall and concentrating for a moment before her eyes lit up pink. She extended a hand and it shone before the bits of debris on the ground began to flash pink and vanish a few at a time, reappearing in the hole and slowly sealing it like a puzzel until the wall was as good as new. Everyone stared at her in shock.

"Well that _definitely_ proves she's the fake," Kevin said. "The real Gwen's not that powerful."

"Hey!" his Gwen snapped.

"What?" Kevin asked.

"I..." the other Gwen trailed off for a moment, struggling not to choke up again. "I'm sorry that I tried to kill you. I lost control of my anger, but that'that's no excuse. I understand you can't forgive me, because I probably wouldn't either. But I _am_ sorry." She turne back to Ben. "Can we go now? I...I need to be away from here."

"Sure," Ben nodded, wrapping an arm around her protectively, Gwen's own arms wrapping around him. However, Ben paused. "Kevin, remember the chat we had. Maybe...Maybe it'll help you understand."

Kevin glanced at the two Gwens then nodded. "I got it."

Ben nodded as well before walking the other Gwen out of the room. Kevin let the metal coverincovering his body fade and turned to Gwen.

"Come on," Kevin said. "With all the explosions, the cops are probably on the way."

"Why?" Gwen asked, tears running down her face. "Why did he choose her instead of me? I _am_ the real Gwen...aren't I?"

"Of course you are," Kevin said, wrapping his arms around her. "Ben's an idiot. But...I think the other Gwen honestly believes she's the real Gwen too. So Ben, hero that he has to be, stayed with her because she'd be completely alone otherwise. You still have your family, and you have me, but that Gwen would be alone. So real or not, Ben chose to stay with her, to ease her pain."

"For a second there, you almost sounded smart," Gwen smiled.

"Hey!" Kevin whined, only to go silent as Gwen kissed him. "Please teach me more big words so I can sound the smarts again."

Gwen laughed at his obvious, though poor, attempt at humor and kissed him again. "Thank you. Let's get out of here. We can go to my house for now."

Kevin nodded and they turned, leaving the school together quickly, the cops finally showing up a few minutes later, only to find a giant half-melted ice formation and no damage anywhere.

* * *

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	5. Chapter 5

I do not own Ben 10 or any of the characters.

_Italics mean thoughts._

* * *

Attraction

Gwen sighed miserably as she dropped onto Kevin's bed. Her parents had been at homeb so Gwen had suggested his house instead, wanting to be alone while they talked about what had happened. Kevin's room was decorated about as she expected, including playboy centerfolds on the walls, with the exception of a picture of him and her on the bedside table that caught her off guard. "I can't believe he left with her. I thought we were supposed to be family." She sighed heavily. "No. I _can_ understand. You're probably right about his reasoning, and...I'm glad he's doing it. I hate it, and I hate him for choosing her, but I'm glad she's not alone. I wouldn't want to be alone either."

"You're still family," Kevin said. "Ben's juat letting his Batman complex or whatever control him."

"Hero Complex," Gwen smiled. "So...what do you think she is? another Albedo?"

"I don't think so," Kevin said, shaking his head. "Like I said earlier, I think she honestly believes she's the real one. I don't know howb or why, but I think that's why she was so mad at you, but why she reacted so...like you, after she tried to kill you. She acted the way I think you would in her place."

Gwen was silent for a while. "She accused me of working with a Highbreed. What if she's a clone, but she was designed to not realize it, in order to make us fight each other instead of the DNAliens?"

"It's possible," Kevin nodded. "It would take some pretty advanced tech, and a DNA sample, and probably a brain scan, but it's definitely possible."

"But no one's ever scanned my brain," Gwen said.

"There are a few long-range neural mappers still floating around," Kevin said. "They cost a fortune, but they're out there."

Gwen nodded. Suddenly things were starting to make a little more sense. She sighed miserably again. "I suppose that _would_ explain some of it."

Kevin nodded. "For what it's worth, I know you're real, and I'll always be here for you."

Gwen stared up at him with watery eyes for a moment before smiling snd kissing him, sighing and wrapping her arms around his neck. After a moment, she swung her leg over to seat herself in his lap, allowing them both to be more comfortable. After a few more minutes, her tongue dragged along his lip and Kevin pulled back, eyes wide wuth surprise but also unsure.

"Gwen...are you susure..."

"Please," Gwen said, eyes still watery. "I need this, Kevin. I _want_ this. I don't want to feel alone. I want to be with you. I _need_ you."

Kevin swallowed hard before nodding, gently pulling Gwen's lips back to his.

* * *

Ben sighed as he sat on his bed, Gwen sitting on the foot of it, facing him. They had headheaded back to his house to talk and had to avoid a bunch of questions on the way, mostly about the state of Gwen's hair.

"What do we do now?" Gwen asked. "I can't prove she's not me, or a clone, or whatever. What do we do?"

Ben was silent for a bit before smirking. "I think our first course of action should be to do something about your hair. I think I see a squirl flipping me off from it."

"Hah hah," Gwen said, rolling her eyes. "I was going to fix it at home, but obviously that didn't pan out. I need you to cut it."

Ben nodded, walking over to his desk and getting a pair of scissors. A few moments later, he dropped a horse tail worth of hair into his trash can. Gwen looked at her reflection in his mirror and grimaced.

"Well, at least we can tell you apart now," Ben said.

"Man you really are a doofus if you think I'm leaving it like this," Gwen scoffed. "Give me your hand. I need your mana."

Ben nodded, holding out his hand and bracing himself to be exhausted as Gwen began to absorb his mana. However, as soon as she began, she gasped harshly, yanking her hand backb eyes wide.

"What!?" Ben asked, afraid he had hurt her somehow.

"You..." Gwen stared at her hand for a moment before shaking her head. "I'm fine."

She took his hand again, beginning to absorb his mana again, this time smiling slightly. As she absorbed his mana, her hair began to shine light pink in a wave spreading outward from her scalp until it reached the end, then continued. After a few moments, it reached the normal length of her hair and the drain on his mana stopped, the light fading, leaving her hair fully restored. Ben smiled. He barely felt any more tired than before.

"Better?" Gwen asked.

"Beautiful," Ben smiled, before his smile faltered, unsure of why that had been the word he chose. As he saw the absolutely radient smile on her face as a result, however, he deicided it was worth it. His own smile was fairly short-lived, however. "What happened this morning?"

Gwen's face fell slightly, guilt replacing it. "I didn't want to wake you, but I had to go home before my family noticed I was missing. Sorry, I should have left a note."

"It's alright," Ben promised.

"When I got home and saw _her_, I tried to get back to warn you, but you had already left. I came after you again, but just as I got back to my house, you left with them again."

"I'm sorry," Ben winced. "I was really worried. I would have never forgiven myself if anything had happened to y-" He stopped as Gwen covered his mouth with her hand, an amused but appreciative smile on her face.

"I know, Ben" Gwen smiled. "It was sweet to see how much you care. Now do you want to keep rambling like a doofus or can I finish my story?"

"By all means dweeb," Ben smirked.

Gwen smiled, but Ben saw something flash behind her eyes. Nostalgea, maybe?

"Are you okay?" Ben asked.

Gwen's smile broke, tears beginning to fall from her eyes. "It was that summer."

"What was?" Ben asked.

"My memories of that summer, of all the time I spent with you and Grampa, that kept me going," Gwen cried, not actively sobbing, at least not yet, but crying all the same. "Whenever they would torture me, or experiment on me, I would retreat into my memories of that summer to hide. And whatever they served me was more edible than Grampa's food, so that saved my life too." She forced a laugh, so Ben did as well, for her sake.

"What happened, Gwen?" Ben asked. "Please, tell me."

Gwen was silent for a long while, fiddling with Ben's hand, turning it over and over as she thought. Finally, she sighed. She had to tell him. He was all she had left. And there was no one in the entire world that she trusted more. There never was.

"Not all of the torture was physical," Gwen said finally. "Almost more than they experimented or tortured me...the Highbreed in charge...He'd stand outside my cell and..."

"And what?" Ben urged, reaching his other hand over and taking one of hers in it, clasping the other with the hand she'd been fiddling with.

"He'd gloat," Gwen said finally. "He'd gloat that no one would ever come and save me. He kept telltelling me that Grampa Max is dead, and that you and Kevin..." she began to break down into sobs finally. "...and I couldn't bear it! I couldn't bear the thought that you were gone and I'd never see you again! It was all my fault! If I had just gotten help fasterb or if I'd been stronger, I could have fought off the Highbreed and the DNAliens! I could have saved you from Darkstar that day! But then I got captured and...I didn't know if you were dead or alive! And I couldn't bear the thought of losing you! I had to know! I had to get back home and see for myself! Even though it almost killed me! I had-"

She stopped talking as Ben pulled her into a hug, instead breakbreaking doan completely into sobs as all that she had said swirled inside of his head, stirring up more and more hate and anger by the second. How _dare_ they hurt Gwen? How _dare_ they cause her so much pain that she become so fragile and broken that the slightest touch might shatter her again? Thenb something else she had said clicked and understanding, a terrible, rotten understanding began to flood him, replacing the rage boiling in his veins with a guilt so cold and so strong that it felt like his heard was imploding inside his ribcage.

"Gwen, what's the last thing you remember before you got captured?" Ben asked, voice even but hesitant. He had to be wrong. He couldn't have been as blind as he knew he was.

"You and Kevin were captured by Darkstar and you sent me to get help, Gwen said, brow furrowing in confusion as the guilt flooded his face, tears of frustration coming with it.

"Gwen, that was months ago," Ben said, tears flowing down his cheeks freely. "Time flows about the same there, apparently."

Gwen stared at him, eyes wide. "I...I never even thought to check the date. So then...the other me..."

"She brought help," Ben said before his eyes widened and he swore lloudlyb standing and grabbing his desk chair, hurling it across the room.

Gwen shouted in surprise, and when Ben momoved to swipe everything off of his desk, she grabbed him with a strand of mana and yanked him back to the bed, wrapping her arms around him. "Please stop! Calm down! Please! Talk to me! Tell me what's wrong!"

"You were gone for months and I never even looked for you!" Ben snapped. "I never even once noticed it wasn't you there with us! No, worse than that! I knew it wasn't you! Deep down, I knew something was different but I ignored it! I _chose _to pretend it was you! I _chose_ not to look for you!"

Gwen slapped him, then gripped him firmly by the sides of the face. "Benjamin Tennyson, that is enough! It is _not your fault!_ You may have thought something was different, but you _could not have known!_ Stop blaming yourself! It's the Highbreed's fault, _not yours!_ Please...stop blaming yourself. I can't take that. You saved my life! When I got to your house last night, I was dying. I just needed to know if you were really dead. I needed to know before I could die. If you hadn't come to see what the noise was, I would have died. Your mana saved me._ You_ saved me!"

Ben stared at her in shock for a long while before tears began to fall and he smiled, hugging her. "Thank you. I needed to hear that."

Gwen nodded, gently combing her fingers through the back of his har as she held him in silence for a while. Finally, she pulled back, taking a dedeep breath. "What did I miss?"

Ben was silent for a while, trying to draw the memories to himself on command. There was so much. Where did he start.

"Well, firstly, the other Gwen showed up with help, but it wasn't the Plumbers, like we intended you to get," Ben said. "It was DNAliens. Durning the fight, we beat Darkstar, but the Highbreed got away. I guess capturing you and replacing you was also the perfect time to rescue one of their own. Anyway, after that, the other Gwen and I...it was different. I thought we were just drifting apart but...it always felt like there was something off when it was just us. Like there was nothing to talk about. Like we were strangers, just waiting for our shared friend to show up and break the awkward silence. I guess I know why now."

Gwen smiled, small and sad, but sincere. "You don't know how relieving it is to know that you could sense there was something wrong. That even if you couldn't tell what, that deep down some part of you knew it wasn't me."

Ben smiled slightly and nodded. "Just like when Chamcaster and you switched bodies. There was just something off."

Gwen smiled and nodded. "What else did I miss?"

Ben fell silent, thinking. They really _had_ been busy. He told her about being trapped on a desert planet with a Highbreed, and the grudging sort of respect they had formed for one another, even if not a true friendship. Then he told her about the Albedo fiasco.

"That explains a bit," Gwen said. "During the fight, the other me called me the Albedo. I guess I know why now."

Ben nodded. As he told her about Big Chill being a mother, Gwen dissolved into a laughing fit, Ben's face blushing dark red through the entire story.

"Please stop," Ben finally said.

"I'm s-sorry," Gwen laughed, forcing herself under control before her smile slipped away altogether. "You know I would have helped you, dance or no dance, right?"

"Of course," Ben said. "We may have fought a lot, but we were always there when the other one needed us. Or..."

"Ben," Gwen said softly, cupping his cheek, making him look up at her. "It wasn't your fault."

"I know," Ben said, forcing a smile.

Gwen forced one as well and dropped her hand to his, giving it a light squeeze and motioning for him to continue with the other. Ben continues, explaining rescuing Cooper, as well as what's at Las Soledad. Then, tells her about Ship being used to make weapons, and rescuing him, then finishes with explaining that their parents both know about their powers and job.

"Well, at least we don't have to lie to them anymore," Gwen sighed.

"Yeah, and they always think you keep me out of trouble," Ben said.

"Are they wrong?" Gwen asked.

"Well no, but they could have more faith in me," Ben said.

Gwen chuckled before it fell silent. "We're going to have to fight the final battle soon, aren't we?"

"Probably," Ben nodded. "You know...you don't have to fight. You can stay safe."

"No," Gwen said sternly. "I would rather die than let you face them without me there."

Ben fell silent. He wasn't sure how, but he could tell she didn't mean "you" as in "the team." Of course, this revelation brought the memory of the shower, a d everything that happened during it, to mind. "Gwen...about last night..."

"You know...in all the time I was being held prisoner by them, in all the time I thought about that summer, it was really more specific than that," Gwen said, staring at the bed, blushing slightly. "I tried to think about everyone, and I tried to keep going for Grampa, and Kevin, and Mom, and Dad. But I couldn't. I was only ever able to stay strong by thinking about you, Ben. Always you. When I was lonely, I would imagine you were there holding me. When I was in pain, you were there holding my hand. When I slept, it was in your arms. When I was escaping, you were guiding me out. You were the one thing that kept me going. You kept me alive Ben. It was always you...because...I...I love you Ben."

Ben tried to think of something to say, but his mind was still struggling to work it's way through her entire speech. He couldn't believe it. Gwen was in love with him? _Gwen_ was in love with _him_? He couldn't even begin to wrap his mind around it. But even as he struggled to process the information, a memory began to fight and claw its way to the forefront of his mind. A horde of Wildvines. Vilgax. A scream.

Tears began to well up in his eyes, one sliding down his cheek.

A tree. An army. An overwhelming sense of joy. A hug. Disappointment.

Another tear fell. No. This couldn't be real. This couldn't be happening. She couldn't love him. She was confusing it for him believing her. For him having saved her. It wasn't really love. It couldn't be. He had promised. It wasn't love.

A hug. Disappointment. A missed oportunity. A chance passed.

"Gwen...I...I...can't..." he took a shuddering breath, realizing suddenly that he was crying, and that Gwen was smiling, despite the sting of rejection in her eyes.

"It's okay," Gwen said, smiling sadly, her own eyes watering. "Just...forget I said it...please?"

A hug. A chance passed. A promise. A lie. A life-long lie.

More tears slid down his face as Gwen sat in silencesilenceb waiting for him to speak. To say something.

A milky stare. Blood. A shower.

Ben lurched into motion, pulling Gwen to himself and capturing her lips. Gwen gasped at the sudden change before melting into the kiss, arms wrapping around his neck.

A shower. A kiss. A moment. One moment to be honest. Finally.

Ben lay back, bringing Gwen with him, Gwen laying down on top of him, pressing against him as their tongues began to slide together, mapping out the contours of each other's mouths. After several seconds, however, Gwen pulled back, wiping her eyes before they could leak and looking down at him seriously, fear and hope in equal measure warring in her eyes.

"Why?" she asked, voice choked up with emotion, coming out barely above a whisper..

"I love you," Ben said, tears still leaking out of his eyes, though he was smiling in relief and joy now. "I love you so much. I have since that first summer, but...But I couldn't. I didn't know if you felt the same. So I swswore to myself to forget my feelings. That I'd pretend they never existed. And I've been living that lie my entire life. I...I started dating Julie because she reminded me of you. She's smart, puts up with my attitude, and she isn't afraid to put me in my place. But...it was always you, Gwen. It's been you ever since..."

Gwen's eyes widened as she realized what he meant and she smiled. Then, she bent back down, kissing him again. Ben sighed,hands sliding to the small of her back as she settled back into the kiss. Again their tongues began to play and Gwen moaned softly, her hands beginning to trail over his semi-muscular arms and chest through his shirt. Ben's own hands began to wander as well, sliding up her back, along her arms and sides, up to her neck, back down her back. He didn't guide them, and they weren't really going anywhere in particular. They were just feeling _her_, he realized. He just needed to reassure himself that this was _real._ That she was really here, with him. That he could finally have her.

Ben let out a shaky breath as he surrendered what little restraint or hesitation he still had to the kiss. His head was spinning like a top, and he felt like he was floating. He couldn't catch his breath no matter how often he gasped more air into his lungs, and it was sending hia head spinning faster and faster. His heart was flying along at such a fast rate that it felt like it might be bordering on cardiac arrest. Ben was sure he would die at any moment, but he didn't mind. He would die happy.

After several minutes, Gwen shifted her weight back enough to slide her hand down his abs and slip it under his shirt, but in doing so, she wound up pressing against his erection. She gasped, letting out a small moan before rolling her hips against him once. Ben pulled back instantly, hands gripping her hips to hold her still.

"Gwen...I..."

"It's alright," Gwen said, smiling down at him. "I had months to get used to my feelings. I'd be a hypocrite if I didn't give you time to adjust."

Ben reached up, kissing her again before laying back. "It's just..."

"It's a lot to take in?" Gwen asked.

"I've wanted this for...for so long," Ben said. "I tried to pretend I didn't but...every time I saw you with Kevin...I tried to hide it. I tried to support...But I was always jealous. I wanted to be him. I wanted to be the one you wanted to be with. But I didn't know...I couldn't be with you. I couldn't tell you how much you meant to me. And now...all of a sudden I _can_ have you. It's...I'm...I just...need time to get used to this..._us_...being real."

Gwen smiled, kissing him softly for a moment before sitting up again. "Take as long as you need. I'm not going anywhere ever again."

Ben smiled and nodded just as his phone began to ring. He reached over, picking it up. Seven missed calls. Plus a new call. All labelled as Gwen.

"It's her," Ben said.

"Answer," Gwen said, sighing heavilly. "All four of us need to meet to talk about what's happening."

"What about...this?" Ben asked hesitsntly. "Us?"

"For now, we won't say anything," Gwen said. "Not until you're ready."

Ben smiled and nodded, answering the phone.

"WHAT THE FUCK TOOK YOU SO GODDAMN LONG! ? !" the other Gwen's voice shrieked, Ben holding hhis phone away from his ear for a moment until the voice stopped.

"We were talking," Ben said.

"I CALLED EIGHT TIMES! ! !" the other Gwen shrieked.

"And if you don't stop screaming, I'm going to hang up on you," Ben warned.

He heard a furious string of shouts and explatives for a moment before a heavy sigh.

"We need to meet," she said finally. "And you should bring..._her_...with you."

"Alright," Ben said. "We actually just decided the same thing. How about tomorrow at Kevin's?" He glanced at Gwen who nodded her consent.

"That'll work," the other Gwen said. "And Ben. Please be careful. I don't want you to be hurt."

"I will be," Ben said. "You too. The DNAliens might try to target one or both of you."

The other Gwen agreed and hung up before Ben sighed, shutting the phone off.

"Ben?" Gwen asked. "Where am I going to sleep?"

Ben was silent for a moment before sighing. "You'll stay here. But...we might have to...stretch the truth a bit."

Gwen's brow furrowed and Ben began to explain his idea. After a few minutes, Gwen agreed and they walked down stairs, finding Carl and Sandra in the living room.

"Carl, Sandra, can we talk for a minute?" Ben asked, Carl shutting the TV off the moment he saw the expressions on the cousins' faces.

"What's wrong?" Sandra asked.

"Gwen needs a place to stay," Ben said, Gwen doing her best to seem fragile and about to cry, which, given the plan, wasn't hard for her.

"Of course she can stay here," Sandra said. "But...why does she need a place to stay?"

"There's...already someone living at my house," Gwen said, Ben setting a hand on her shoulder supportively.

This was the part she was afraid to say. She had said so before. Because what if it wasn't actually a lie?

"What do you mean?" Carl asked. "Who's there?"

"Gwen is," Gwen said, both adults blinking slowly as the gears in their head free-spun. "I'm...I'm not...I'm just..." She gasped in a shaky breath and Ben turned her, pulling her into a hug.

"She's not the real Gwen," Ben said, feeling Gwen's sobs grow harder, even though she knew he was lying through her teeth. "She's a clone, created by the DNAliens."

Carl and Sandra stared at the pair, then at each other.

"What is she...doing here?" Carl asked.

"They g-gave me...Gwen's memories, up until a few m-months ago," Gwen forced out. "B-But I didn't want to hurt B-Ben or anyone else, so I fought b-back and escaped."

Sandra walked over and gently turneed Gwen to her, cupping her cheek and studying her for a moment before finally smiling and hugging her, Carl joing the hug a moment later.

"Of course you can stay, Gwen," Sandra smiled. "Clone or not, you're still family. You can stay as long as you need."

"There's something else," Ben says. "No one else knows. At all. The real Gwen would freak out, Aunt Natalie and Uncle Frank would probably freak out too, and Kevin...He'd like the idea entirely too much."

Gwen glanced up at him, but understood. He was making it easier for the other Gwen too. This way, no one would ask hard questions or make the other Gwen feel like anyone else didn't believe in her.

"We won't say anything," Carl said. "Not until you're ready."

Gwen nodded thankfully and turned back into Ben, Carl and Sandra left them alone in order to get the guest bedroom ready.

"I...I don't want to use the guest room," Gwen whispered after several seconds.

"What a coincidence," Ben whispered back. "I want you where I can see that you're safe."

Gwen smiled and gave him a quick kiss befor resting her head on his shoulder about a second before Carl stuck his head in the door.

"Sandra wants to know what you want to do about clothes," Carl said.

"I have a duffel bag in Ben's room," Gwen said.

Carl's brow furrowed slightly, but he didn't say anything about it. Instead, he turned and headed back up stairs. After a while, Carl and Sandra came back down and they had a quick dinner before Ben and Gwen headed up stairs. Gwen went to the guest room and waited there for Carl and Sandra to go to bed. Then, she slipped into Ben's room.

"Hey," Ben smiled.

Gwen smiled, slipping into bed beside him, wrapping her arms around him and resting her head on his chest. "Did I miss anything?"

"Oh you know, Kevin went nuts, Vilgax is a dick, Sumo Slammers is ruined," Ben said nonchallantly.

"So normal day then," Gwen smiled.

"Basically," Ben smiled. "Are you okay?"

Gwen nodded. "I'm just glad you let me stay with you again."

"You make it sound like last night was entirely my decision,v Ben snorted.

"Well, my original plan was for you to use a sleeping bag, sooo..." Gwen smirked up at him.

Ben blinked, staring at her then blushing. "You're kidding, right?"

Gwen simply gave him a quick kiss goodnight and lay her head back down, Ben's blush darkening.

"I can't believe you were going to make me sleep on the floor," Ben complained.

Gwen giggled. "I'm sorry. Let me make it up to you."

She reached up, kissing him again and he kissed her back, head quickly beginning to spin as fast as before. Finally, he pulled back, taking several deep, steadying breaths.

"Better?" Gwen asked.

"I guess," Ben sighed.

Gwen smiled and lay her head down. "Good night doofus."

"Good night dweeb," Ben smiled.

Gwen closed her eyes and a few minutes later both had drifted off.

* * *

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	6. Chapter 6

I do not own Ben 10 or any of the characters.

_Italics mean thoughts._

* * *

Cry For Help

The wind screamed as it passed. The sand blowing in the air stung against his skin and in his eyes. Above him, the sky was clogged with smog, a weak yellow glow just barely breaking through in some spots from the sun. He tried to call out, to see if anyone else was alive, but no sound would come out. Before him, a desert stretched, pock-marked with craters qnd bits of debris, though none of it was recognizable. Beyond that, maybe a few miles away, there was a city skyline, broken and jagged, like broken, decaying bones jutting up from the Earth. He moved to take a step forward, and suddenly he was falling in a void of darkness, plummetting head-first toward...something. He couldn't see anything, but he could sense it. He tried to breathe, but he couldn't. No matter how hard he pulled, there was no air to take in.

_This fate isn't so bad. I may vanish, but at least..._

* * *

Ben sat bolt upright, gasping in a desperate breath before panting once and gasping again, eyes wide and staring ahead of himself at the wall. A hand touched his shoulder and he spun, panic flooding him, only to freeze as he saw it was Gwen, who looked somewhere between terrified and worried.

"What happened?" Gwen asked.

Ben grabbed Gwen in a fierce hug, successfully confusing her even more. He took several breaths, allowing her presence, and her gently stroking his back, to calm him. Finally, once he was mostly calm, he closed his eyes, images from his dream filtering into his mind. There had been fear. And grief. Overwhelming and all-consuming. And when he had seen Gwen, there had been so much relief. It was like he was seeing her for the first time after years. No. Not years. Centuries. Millenia. And then there was the voice. So hauntingly familiar, but yet, not one he knew.

"Are you alright?" Gwen asked.

"I...I'm fine," Ben said. "Sorry. I...I had a...nightmare."

"What was it?" Gwen asked.

"It was..." Ben trailed off, then shook his head. "No. It doesn't matter. It was just a dream."

Gwen nodded, still worried. Ben smiled and leaned forward, kissing her wlface over and over until she began to laugh and the worry lines disappeared. Then, he moved down and kissed her lips, Gwen instantly returning the kiss. After a few seconds, however, Gwen pulled gasp, gasping sharply in pain.

"What's wrong?" Ben asked as Gwen's eyes lit up purple.

"I'm...intercepting a telepathic message," Gwen said. "Hold on."

A circle of mana formed in the air before them, an image of Helen appearing in it, blurry at first before focusing.

"Gwen!" Helen called out. "Can you hear me? We need Ben! Please find him!"

"He's here, Helen," Gwen said. "What's going on?"

"We're-"

Helen was cut off by an explosion and she flinched before fading. Gwen focused instantly and the pink circle became an image of a landscape with a red sky behind it. The Null Void. Explosions were peppering the area, and there were aliens running around, trying to avoid the explosions and screaming.

"We need to get there, now," Ben said.

"I'll try," Gwen said.

She focused and held out her hands, the circle turning pink again before beginning to spin, opening into a portal made by a ring with pink and purple light swirling and shifting inside, giving the appearance of a liquid. As she worked, Ben quickly wrote out a note saying that he and Gwen had to leave to help a friend and would be back soon, then turned back to Gwen.

"Ready?" Gwen asked, receiving a nod. "Alright. Here goes."

She wrapped her arms around ben and they flew through the portal. The scene they exitted into wasn't what they had seen. Here, the Null Void was populated by a cloud of barren asteroids about as big as a small car. Off to the side, however, there was a a much larger one that had a landscape all its own, including the flashes of explosions in the distance. Both were off in an instant, Gwen flying herself and Ben flying as Jetray. However, distance in the Null Void seemed to be harder to judge than they thought, because after nearly five minutes of flying, the explosions were finished but they hadn't arrived yet.

"This is ridiculous," Ben said. "We'll never get there at this rate."

Just then, a voice off to the side screamed. They both spun, seeing a small, pudgy green alien being carried away by a Null Guardian. Except, it wasn't a Null Guardian. It had the pigmentation of a DNAlien, its tentacles were tipped with clawed hands, and it had a giant Xenocite on its face with its mouth just below it.

"Well that's not good," Ben said. "Let's go!"

Gwn nodded and hurled a large mana blast at the Null Guardian, blasting it in the side and making it drop the alien. She caught it with mana and pulled it to herzelf just as the Null Guardian charged her. Before it could rreach her, however, Ben flew up in front of it, a beam of green energu firing from each eye and the tip of its tail, sending it exploding into a chunk of the ground passing below them.

"Let's go!" Gwen called out, taking off toward the explosions again.

They both flew quickly, faster then before, and after a few minutes, more infected Null Guardians began to arrive. Together, Ben and Gwen blasted them out of the air, covering themselves. However, just as they reached the site of the battle, finding it devoid of life, or corpses, Ben was enveloped in red light and dropped, Gwen catching him instantly and landing.

Infected Null Guardians began to form up around them instantly, only to hover there. Then, a Highbreed landed before them. Ben's eyes widened before he glanced at Gwen, who staggered back a step, eyes wide with terror. She couldn't do it. She was too afraid. Ben grit his teeth, glancing at the Omnitrix, which was still recharging.

"Gwen, get him out of here," Ben instructed her, taking a basic karate stance she had taught him.

"What!?" Gwen gaped. "Are you out of your mind!?"

"Leave Gwen!" Ben snapped. "I won't fail you again. I promise."

Gwen hesitated for a moment before turning and flying away quickly. Without command, several Null Guardians turned to chase her, only for Ben to hurl a stone, hitting one in the eye. It shrieked and the others all turned back to Ben, roaring and charging at him. As they did, however, something shifted. A sort of calm washed over Ben. He felt good, suddenly, like he had just gotten the best rest of his life. And then he was moving. It wasn't a conscious decision. His body just reacted. As the Null Guardians reached him, he avoided them, causing them to crash down in a pile. The Highbreed stepped up behind him, and his body spun around a kick, which sent all of the Null Guardians flying, all unconscious. The Highbreed ignored them and struck again, only for Ben to, once again, avoid it. Then again. And again. Ben was as surprised as the Highbreed was frustrated. He _knew_ Gwen hadn't managed to teach him that well, and not from lack of trying. He was moving perfectly. He dodged, flipped, spun, rolled, and even deflected a couple times. His body flowed from one technique that he was never taught to the nex as smoothly as water. He even managed to knock the Highbreed down once. It had tried to punt him like a soccer ball as they were passing a Null Guardian, so Ben ststretched out one of its tentacles and caught the Hughbreed's foot, tripping it. The Highbreed was _not_ impressed.

"You filthy vermin!" the Highbreed seethed as it puahed itself back to its feet.

"Having trouble?" a voice off to the side asked.

They both turned and Ben's jaw dropped. It was Dr. Animo. Except, he was different. For one thing, he was jacked. Massive, toned arms, six-pack, no shirt. For another, his face looked more youthful. He wore tan cargo pants, black combat boots, and a green fur cape with black cheeta print. He was standing on a normal Null Guardian, and severseveral more were hovering around him.

"D'Void," the Highbreed snarled. "What are you doing here?"

"I originally planned to take back the worker you stole from my mine," Animo said. "But thanks to young Tennyson, I see a golden oportunity to expand."

"Try it," the Highbreed invited.

Animo did just that. He let out a long, loud whistle and his Null Guardians swarmed toward the Highbreed. It began to beat them down easily, but after a moment, Animo reached the Highbreed and punched him, launching him away. Ben's mouth fell open again. However, as the Highbreed began to rise, the Null Guardians with the Xenocytes did the same. Then, it was a bloodfest. Both sides were tearing each other apart. Literally, since a tentacle landed at Ben's feet after a second.

Ben turned to flee only for Gweb to grab him, eyes shining with mana, mana exploding up around them in a tornado. It closed into a sphere, spinning even faster before fading, leaving them in a clearing, the small green alien she had saved beside them. Ben sighed, hugging Gwen, and she leaned agaisnst him, beginning to cry.

"I'm sorry!" Gwen sobbed. "I'm so sorry!"

"Hey!" Ben said, rubbing her back comfortingly. "It's alrialright. You have no reason to apologize. I _told_ you to leave. And I'm not hurt. You came back and saved me."

"But I left you!" Gwen snapped. "I'm a coward!"

"Gwendolyn Tennyson!" Ben snapped, cupping her face with both hands. "You are _not_ a coward. You went through Hell and came back. You could _never_ be a coward! No one can blame you for being afraid."

Gwen sniffed, nodding, and Ben wrapped his arms around her again, continuing to gently stroke her back. After a few more minutes, Gwen had calmed down and their little green friend, Tolan, led them to a cave nearby where his friend, Azar, lived.

* * *

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	7. Chapter 7

I do not own Ben 10 Alien Force or any of the characters.

_Italics mean thoughts._

* * *

Broken

Ben waited in silence while Gwen hovered before him in lotus position. Gwen's idea to scan the entire Null Void in order to locate Helen and Manny had sounded like a good idea at first. It would not only aallow them to find their friends, but it would allow them to get an idea of where they are and what's around them. Gwen had already told him that there was an unnaturally high amount of raw energy in the Null Void, but they didn't know from where or from what. Ben's other isse with the idea was that Gwen couldn't be moved, or defend herself, and it was taking forever. Nearly a half hour already.

Tolen and Azar, who was a skinny blue alien who apparently worked as a farmer, had offered to tell him what was going on in the Null Void, but Ben had chosen to stay with Gwen and get the information later. So, there he waited. Finally, the light faded from Gwen's eyes, just in time for her to drop. Ben caught her, barely, and stood, lifting her bridal style.

"Sorry," Gwen mumbled. "It took...more mana..."

"Sh," Ben said soothingly. "It's alright. Just rest. I'll be here when you wake up."

"Ben," Gwen said, barely conscious but smiling. "There's... something...I have to..."

"Sshh," Ben whispered, kissing her forehead. "Later. Once you're rested."

Gwen clearly wanted to argue, but couldn't keep her head up, so instead she gave in, drifting off to sleep against him.

Azar looked up at them and smiled. "She can rest in the back, behind the curtain. She'll be safe there."

Ben nodded, smiling thankfully before walking past him and Tolen. He pushed past the curtain and gently set Gwen on one of the cots, pulling the blankets up to her neck. He smiled, brushing her hair out of her face before leaning in and giving her a quick kiss, then placing another on her forehead for good measure. Then, he turned, walking back to the main area of the cave.

"So what can you tell me about Animo?" Ben asked.

"Animo?" Azar asked, handing Ben a bowl of stew.

"The muscular guy with white hair," Ben said, taking a bite of stew and smiling. "This is delicious."

"Thank you," Azar beamed. "And I think you mean D'Void."

"Yeah, that's what the Highbreed called him," Ben said, finishing his bowl and realizing he was starving. "Um...can I have another bowl?"

"Help yourself," Azar said. "It's the least I can do for the great Ben Tennyson."

Ben smiled and got another bowl.

"D'Void is a monster," Tolen said as Ben sat back down. "He took control of our protectors and began to use them to enslave us and force us to work in the mines, gathering materials for his drill."

"What kind of drill?" Ben asked. "And who are your protectors?"

"We don't know what kind of drill," Azar shrugged. "Only that those taken to work on it never return. And for the protectors, we mean the Null Guardians. Do you know what the Null Void is?"

"A prison?" Ben asked.

"Yes and no," Tolen said.

"The Null Void was originally a penal colony created by the Galvan for their worst criminals," Azar explained. "However, when the descendents of those criminals decided to live here, they created the Null Guardians to protect us from the truly dangerous ones. Others would throw their criminals here from time to time, but we accepted that. It was just a part of our way of life. It wasn't until D'Void that there was a problem. And then the Highbreed showed up. He quickly began to infect Null Guardians with his Xenocites, and began a war with D'Void. We thought maybe he was here to save us, but then he began to infect us as well. Recently, however, they've formed a treaty. The Highbreed won't interfere with D'Void's drill, and in exchange, D'Void will stay out of the Hughbreed's territory."

"That truce just ended," Ben said, then sighed heavily, guilt weighing him down. "I owe you an apology. I'm the reason D'Void and the Highbreed both are here."

"You don't need to apologize," Azar said. "We accepted this life."

"And besides, you couldn't have known this would happen," Tolen said.

Ben smiled and nodded. "So, is there anything else I should know?"

Azar thought for a moment before nodding. "You should look for the Helpers."

* * *

Gwen trembled as the cell door hissed open. DNAliens swarmed in instantly, and Gwen lunged. She managed to punch one before they had restrained her, instantly beginning to beat her, touch her, scratch her, cut her. Then, the door hissed open again and Swampfire stepped into the doorway, instantly blasting them all away from her.

"Found you," Ben smiled.

Red light flashed off of him and left him in his human form, only for him to keep smiling.

"Let's go h-"

A massive clawed hand erupted from his chest and splattered his blood over Gwen's front, Gwen staring, frozen in horror, as the Highbreed lifted Ben.

"Such a shame," the Hughbreed taunted. "Just when you were so close." He hurled Ben's corpse into Gwen's cell.

Gwen stared at the corpse for another moment before finding her voice.

* * *

"BEN! ! !" Gwen's voice shrieked, sobbing and more, unintelligable, screams following the name.

Ben's bowl had barely hit the ground by the time he threw the curtain out of the way, the curtain hissing as it brushed against itself. Gwen screamed instantly, hurling herself away from him, cowering in the corner and sobbing. Ben was on his knees beside her in an instant, pulling her into his chest in a hug.

"Gwen!" Ben said over her continued screams. "Gwen it's me! It's Ben! You're safe! Nothing's going to hurt you!"

Gwen began to sob more than scream, but Ben could smell the pungeant odor of urine. He ignored it, beginning to rock gently, struggling to keep calm as he grew more and more afraid for Gwen's obviously broken mental state.

"No more!" Gwen finally sobbed, still weakly struggling to escape him. "Please! No more tricks! Please!"

"Gwen," Ben said, voice cracking as his eyes watered. "It's me. I'm not going to hurt you. Please, come back to me." He gently kissed the top of her head and Gwen lifted her head, staring up at him with fear in her fragile, teary eyes.

"Is it really you?" Gwen asked, voice so broken that the sound of it shattered his heart.

"Yes," Ben said, on the verge of crying himself. "It's me. I'm here. You're safe. I won't let them hurt you anymore."

Gwen nodded and curled into his chest, beginning to cry again. Ben rocked gently, stroking her back and whispering soothing words, slowly helping Gwen calm down, though she remained visibly shaken, and Ben wanted to know more than ever what exactly had happened to make her this way. And he wanted revenge. He wanted to find the Highbreed responsible, and all of the DNAliens who had ever hurt her, and kill them. All of them. But first, he wanted to make them pay. Torture them. Torture them until they were as broken as Gwen.

Finally, Gwen pushed herself up, sniffing and wiping her eyes, glancing down and grimacing. Ben cupped her cheek and lifted her head, kissing her. Gwen kissed him back for several seconds before Ben pulled back.

"I'll get Tolen and Azar to wash them," Ben said.

Gwen nodded. "I need to tell you what I found out when I scanned the Null Void."

"Okay," Ben nodded.

"Grandpa Max is here," Gwen said, managing a small smile. "He's alive. And he's close to Helen and Manny."

Ben's eyes widened slowly before he grinned, hugging her. She smiled, hugging him back, but he noticed it was slow and weak.

"You're still exhausted," he realized. "You can take my mana."

Gwen blinked, staring at him as though searching for doubt, or to see if he wasn't totally serious.

"I mean it, Gwen," Ben smiled. "Take it. Whenever you need it, just consider me your mobile battery pack."

Gwen chuckled. "Doofus."

"Dweeb," Ben smiled as he felt his energy slowly draining, though it didn't change much. After a moment, a pink aura appeared around Gwen and began to grow stronger slowly before fading.

"You didn't take much," Ben noted.

"I only took what I needed to be able to use my own power to adapt the energy in the air and use that," Gwen said. "And your energy is also a lot more potent than the energy I can get from the air, or from anyone else."

"Why?" Ben asked.

"I have a theory, but I can't be certain yet," Gwen said.

"And the energy in the air?" Ben asked.

"It's too raw to be natural," Gwen said. "It feels like it's from some kind of machine."

"The drill," Ben guessed.

"Drill" Gwen asked.

"Long story," Ben said. "Let's get you cleaned up first."

"Whoa there Ben," Gwen smiled. "I appreciate the thought but I think I can do it myself this time."

Ben snorted, rolling his eyes. "But the last time went so well."

"Can't argue with that," Gwen smiled kissing him. "I suppose you can come if you want to."

Her voice was so even, and so serious, despite the fact that he was pretty sure she was teasing, that he was thrown for a loopb blinking slowly twice before his brow furrowed.

"Are you...joking or..." Ben trailed off as Gwen glanced back at him from the curtain, blushing slightly but smiling.

"If you want to," then, she left the room, and Ben stared after her for a moment before following hurriedly.

As he reached the main room, Azar politely directer her down a side tunnel to where there was a stream she ciuld use to clean up. She walked to the entrance to the tunnel before pausing, eyes finding Ben's instantly just before her legs buckled. Ben shouted in surprise, barely catching her, and she smiled.

"You're quick," Gwen smiled.

"Can't let my dweeb cousin fall," Ben smiled, lifting her and looping an arm around her waist, taking her arm over his shoulders.

She shook her head as they followed the tunnel, taking three turns before Gwen straightened up, walking on her own perfectly fine.

"Faker," Ben smirked.

"I had to let you have a legitimate excuse to come with me in case you wanted to," Gwen said.

"How would you know if I didn't?" Ben asked.

"You'd have stayed in the room longer," Gwen said.

Ben smiled and they walked along the tunnel together until they found the stream. Despite what Gwen had hinted might happen if he followed, Ben simply washed her underwear, skirt, and leggings for her while she cleaned herself. The most inappropriate thing tthey did was the less than familial thank you kiss she gave him before they returned. Once Gwen had used a quick spell to dry her clothes and they had returned to the main area, Ben once again supporting Gwen for show, Tolen and Azar told Gwen what they had told Ben. As they did, Ben and Gwen both ate several bowls of stew, Gwen raising an eyebrow at Ben when she learned he had had a total of six, Gwen herself stopping at three.

Once they had caught Gwen up, Azar gave her and Ben a brief descriptiong on the situation with the helpers. They were fighting against both D'Void and the Highbreed, losing badly, being pushed back every day, and the Highbreed was closing in on the Helpers' leaderb the Wrench, who Ben and Gwen both silently agreed was probably Max.

"We'll lend the Helpers a hand," Ben said as they finished. "We should clean up our own mess."

"Thank you for your help," Gwen smiled. "And I'm sorry about the...um..."

"It's not a problem," Azar said. "I wish you luck."

"You'll have your guardians back in no time," Ben promised.

They walked to the mouth of the cave and Ben selected Jetray, slapping the core down, only for nothing to happen.

"Uh...okay," Ben said. "Let's try Big Chill."

Nothing.

"Is it broken?" Gwen asked.

"Oh God I hope not," Ben said, paling. "Asmuth would kill me."

Gwen nodded. "Maybe that drill's energy is interfering with it."

"Maybe," Ben said.

"Don't worrk," Gwen smiled. "I'm rested now, so I'll fly for both of us."

Ben nodded and she wrapped her arms around him, flying into the air. As they flewbl, Ben tried a couple more aliens before the Omnitrix finally reported that it was charging in a calm female voice

"That makes sense," Ben said. "But how is it taking so long?"

"Must be the drill," Gwen said. "Did you use it after Jetray?"

"No," Ben said. "Although, when I was stalling, I felt...really good, and suddenly my body was just fighting on its own. Well, mostly. I was dodging without needing to think about it."

Gwen hummed thoughtfully. "That's wierd. Maybe you drew some power from the Omnitrix somehow."

"But how?" Ben asked. "I'm not like Kevin."

Gwen hummed again, then cheered, swooping down to land in front of a cave. "They're in here."

"Helen!" Ben shouted, startling Gwen. "It's Ben and Gwen!"

"What are you doing!?" Gwen gasped.

"I don't feel like having Manny jump the gun and shoot me in some dark cave," Ben shrugged.

After a moment, Helen appeared, slamming both into the side of the cliff. "How do I know it's actually you?"

Gwen's eyes lit up pink, and a mana bubble appeared around Helen, lifting her into the air. Helen blinked before sighing in relief, then smiling and nodding. Gwen released her and Helen turned to the cave.

"Manny, it's them!" Helen said. "You can come out."

After a moment, Manny stepped out, glaring at them. "I don't trust it," Manny said, pointing a mechanical hand at Ben. "This one looks like a fake."

"Gee thanks," Ben said before growing serious. "What happened to your hand?"

"I lost it fighting D'Void," Manny said. "As much as I hate to say it, we're going to need your help. Come on. We'll take you to the Wrench."

Ben nodded and the four of them began to walk away frfrom the cave, heading directly toward Max.

* * *

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	8. Chapter 8

I do not own Ben 10 Alien Force or any of the characters.

_Italics mean_ thoughts.

* * *

Trial

Ben walked out onto the thin stone bridge with Gwen, at Helen's order, and someone else walked out of the massive structure at the other end. The structure looked like a massive castle formed of interconnected stalagmites, with a few windows and a massive door carved into it, the door in the frontb at the far end of the bridge. Below the bridgeb and all the way around the castle, was a gaping maw that reached the bottom og the rock formation they were on, and nothing below it to catch yourself on. Just the endless abyss of the Null Void.

Ben turned his attention to the other person, a guy with long black hair sweapt back, a thick skunk strip of white hair along the middle, small spikes on his cheeks and arms, and a green shirt with black pants. The man watched Ben and Gwen with cold, calculating eyes.

"You were ordered not to summon them, Helen," the man said.

"We need them, Pierce!" Helen said. "The Wrench is like a father to me, just like you, but he's wrong this time. We need their help!"

"If this _is _them," Pierce said. "I'm not letting you near the Wrench."

"Unless?" Ben asked. "Given the location, I'm guessing we have to fight you."

"That's right," Pierce nodded. "Beat me, and I'll allow you to see the Wrench."

Ben sighed, glancing at the still-useless Omnitrix. "Alright then."

Gwen formed them both a pair of glowing mana rods, Ben holding his with both hands like a bat and Gwen holding her own like a short bo staff. Across from them, Pierce grew a pair of spikes out of the bottoms of his forearms and snapped them off, twirling them in his hands before settling into a practiced stance.

Ben moved first, dropping his staff low and charging, jumping and swiping downward as he fell, only for Pierce to knock the staff aside and use his free one to trip Ben. Ben crashed down and rolled past him, stopping just shy of the edge, then stood and turned back to Pierce as Pierce was fending off Gwen's staff. Ben moved to attack Pierce from behind, only for Pierce to spin, slamming one of his spikes into the pridge of Ben's nose, breaking it and dropping Ben onto hks back. Then, as Gwen shouted in rage and shoved her staff at him, the staff extending rapidly, Pierce leaned out of the way of the staff, hurling one of his spikes.

Gwen leaned out of the way but it carved a scratch into her cheek, blood leaking out and Gwen hissing in pain. PiePierce extended a new spike from his forearm only for Ben to tackle him, slamming several punches into his face.

"You'r wgoing to pay hur hurting Gwen!" Ben snarled, only for several spikes to shoot out of his forearms, tearing only shallow gashes in his shoulders and sides, but throwing Ben off.

Pierce stood, dusting himself off as Ben stood, picking up his staff, only to stagger to the sideb using the staff to steady himself, his vision swimming. On the other side of Pierce, Gwen was likewise barely on her feet.

"Your quills," Ben saidb tiredly.

"That's right," Pierce said. "They can put people to sleep, if I want them to."

Pierce formed three on each forearm and swung his arms outward, sending the six at Ben as projectilesb only for a pink barrier to block them. Then, Gwen swung at Pierce from behindb only for him to flip backward over her, firing several quils at her. Ben grabbed her, pulling her out of the wayb then charged past the quills, swiping at Pierce. However, Pierce slammed a kick into Ben's hands and the mana pole spun away, over the edfe of the bridge before Pierce jumped, slamming a spinning back kick into Ben, hurling him away.

Gwen caught Ben, setting him on his feet before forming them another shield, blocking a constant barrage of quills. However, the shield began to crack, Gwen's focus split between the shield and trying to sleep.

"Ben, try to summon the mana pole back to you," Gwen said. "Focus on your mana, that warmth you felt against the Highbreed."

Ben nodded, holding his hand out over the edge, focusing. However, at the same moment as he felt the warmth spread through him again, a quill smashed through the shield, driving itself about an inch into Gwen's left shoulder. She shouted in pain and staggered away as the shield faded. Then, she reached the edge of the bridge and began to pitch forward.

"GWEN! ! !" Ben shouted, terror flooding through him.

If she fell, she was gone. Forever. His hand snapped out, juat as his legs gave way. He couldn't reach her. But he _had_ to. He couldn't lose her. He couldn't fail her. He needed her. He focused, running on pure desperation. He shared her herritage. He was also psrt Anodite. He had to have the powers. He needed them now. There was no other way.

Suddenly, shining, sky blue energy flashed out of his outstretched hand, a beam of it flashing outward and hitting Gwen's abdomen before wrapping around her, forming a loop around her, holding her securely. He felt a drain on his energy instantly and Gwen's eyes opened, shining pink before he felt energy flooding him in return, wiping the grogginess from him in an instant.

"Ben, watch out!" Gwen shouted, Ben's free hand snapping up, and a sky blue barrier forming between himself and Pierce, blocking a barrage of quills instantly.

"Three?" Ben asked.

"Seven," Gwen grinned.

Ben shared her grin and nodded, swinging his arm, the mana beam holding Gwen whipping around and hurling Gwen at Pierce. She slammed into his chest with both feet and sent him bouncing backward along the bridge. She stood just as Pierce did as well, but as he fired a barrage at Gwen, and her shield blocked the two Anodites from Pierce's view, Ben attached a mana whip like he had caught Gwen with to the bridge and dropped off the side, swinging around and flipping up behind Pierce, holding one of Pierce's quills. Then, as he landed, her stepped forward, jabbing Pierce in the back of the neck with it. Pierce jerked forward, spinning to attack Ben, only for a pink mana whip to catch his hands, stopping him. After a moment, Pierce staggered to the side and Gwen released him, Pierce's legs buckling before he pitched to the side and falling asleep before he was on the ground.

Ben tossed the quill off the side of the bridge and Gwen walked over, healing Pierce as Ben glanced at his sides, finsing himself completely healed already, even his nose. "So...apparently I'm an Anodite too."

"Really?" Gwen smirked. "I thought that blue light was snot."

"Very funny Dweeb," Ben said. "Did you know?"

Gwen nodded. "It's why your mana's more potent than the others, and also partially why you were able to fight the Highbreed."

"Partially?" Ben asked.

"My theory is that you pulled energy from the Omnitrix on instinct, and with it the collective battle insincts of all of your aliens for a short time, but as a result, you also killed the Omnitrix for a lot longer," Gwen explained.

"That's an oddly specific guess," Ben said.

Gwen shrugged. "I could just say that using mana made you smart for the first time."

"Oh hah hah," Ben said. "You wound me with your rapier whit."

Gwen smiled, then stood as Pierce stirred, pushing himself up.

"Well, a deal's a deal," Pierce said. "And you're definitely not DNAlie s or spies of D'Void. But I didn't know Ben Ten was an Anodite."

"Neither did Ben Ten," Ben said as Helen and Manny reached them. "I should thank you for helping me learn to use my dormant powers. "But if you ever try to kill Gwen again, I'll kill you."

Pierce swallowed hard but nodded. "Come on. I'll take you to the Wrench."

Ben and Gwen nodded and followed him, Helen and Manny branching off once inside. Pierce ped them through the compound in silence until they reached a door with a curtain hiding its interior from view.

"Wait here," Pierce said, then ducked inside.

Gwen shot Ben a knowing grin and Ben felt his stomach come alive with nerves and giddiness. After another moment, Pierce stepped out, holding the curtain open. Ben and Gwen stepped inside and Pierce walked away. After a couple seconds, Max turned to them, smiling warmly and Ben and Gwen threw their arms around him.

"Grandpa!" they both cheered.

"I can't believe you're alive!" Gwen smiled

"It's so good to see you," Ben smiled.

"It's good to see you two as well," Max said. "Although, I gave Helen specific orders not to call you."

"You should have," Ben said. "You can't beat them both, Grandpa. But together, we'll beat them like a drum."

Max smiled. "I suppose you may have a point." His smile slipped into a frown as he saw tears rolling down Gwen's cheeksb and he pulled her into a hug again. "What's wrong pumpkin?"

"I-I'm just...so h-happy you're alive!" Gwen sobbed.

Max smiledb holding her a little tighter. After a few minutesb Gwen pulled back, wiping her eyes and smiling.

"So, you're calling yourself the Wrench now?" Gwen asked. "I thought it was Ben's job to come up with bad nicknames for his alter egos."

"Oh, you're one to talk Lucky Girl," Ben snorted.

"Hey, that's only one!" Gwen argued. "You have a ton of them! And you yell them out every time you change into one!"

"Well would you prefer I stop naming them and act more like my douche bag fu..." Ben caught himself, swallowing hard.

He had almost forgotten that he and Gwen never told Max about their trip to the future. Max raised an eyebrow but Ben shook his head.

"Doesn't matter," Ben said, thinking quickly. "There was an imposter situation for a bit but it's dealt with."

Max nodded. "We should go and meet up with those Plumber kids. They're wwaiting for me to tell them what to do next."

"Sure," Gwen smiled.

"Actually, can you give us a minute?" Ben asked. "There's something we need to discuss. Please. It's important."

Max glanced between them, seeing the shadow fall over Gwen's expression. He nodded, and gave her another hug before turning and walking out of the room. After a few moments, Gwen turned to Ben, tears already sliding down her face.

"Please don't do this," Gwen pleaded.

"Gwen, I need to know what they did to you," Ben said. "When you woke up, you were so scared you peed yourself, because of me. I need to know. That was I can help you."

"You _are_ helping!" Gwen said, hugging him. "Please! You are!"

"Gwen," Ben said. "Talk to me. No more secrets. Please."

Gwen broke almost instantly, desolving into tears. Ben sat on Max's bed, cradling Gwen in his arms as she sobbed into him. Finally, she got enough control to speak coherently.

"They didn't just beat me and experiment on me," Gwen said, voice wavering badly. "They...killed each other."

"What?" Ben asked, confused.

"They put on ID masks, so that they could pretend to be you, or Kevin, or Grandpa, and then...they'd pretend to rescue me. Except...then the Highbreed would kill them. Just to traumatize me. Just to break me, and make me accept the Xenocytes. But, no matter how badly it broke me, I...I never accepted the Xenocytes. They kept doing it, because even when I knew it wasn't you, seeing it...it still broke me. Every time. Eventually it was just you. Always you. And I could never stand it. But...eventually..." Gwen began to sob again, even more heart broken than when she had woken.

"You can stop," Ben said, holding her firmly and rubbing her back comfortingly. "I'm so sorry. I shouldn't have made you talk about it.

Gwen shook her head. "Y-You d-deserve to kn-now. Th...They w-wanted to...m-make a more p-powerful...DNAlien! Th-They wanted...a DNAlien...with m-my p-powers!"

Ben's gut dropped and fury filled him. Not a boiling, explosive kind. A slow, all-consuming kind. One that would definitely _not_ be going out soon.

"Th-They...st-tarted with b-blood tests!" Gwen sobbed, growing more and more distraught with each word. "B-But...th-that d-didn't wo-hork! S-So they..they..."

Ben pulled her head to his shoulder gently, Gwen beginning to sob too hard to speak again. Suddenly, the curtain opened again and Max stepped inb wearing a cautious, yet suspicious expression.

"It seems you have some explainexplaining to do," Max said, just as Kevin and the other Gwen stepped into the room.

The other Gwen stared at Ben's for several seconds before turning to Max. "Grandpa, we need to give them time."

"Ben, what did-"

"Grandpa!" the other Gwen said more forcefully. "Ben would _never_ hurt me. Us. Whatever. You_ know_ he wouldn't. Whatever happened, it's not his fault and we need to leave them alone!"

Max was silent for another moment before sighing and nodding, following the other Gwen and Kevin out of the room again.

* * *

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	9. Chapter 9

I do not own Ben 10 or any of the characters.

_Italics mean thoughts._

* * *

Discussion

Ben sat on the living area's couch beside Gwen, Kevin and the other Gwen sitting in a pair of chairs to Ben's left, and Max sitting in one across from them.

"We're not sure how or when," Ben began, "but we're ninety percent certain that one of the two Gwens is a clone made by the Highbreed. There's some...debate as to which, since both truly believes they're real, and both are very convincing."

"So they both believe that they've been with you all this time?" Max asked.

Kevin and the other Gwen looked to Ben and his Gwen.

"No," Gwen said. "According to my memories, I was kidnapped several months ago, while Kevin and Ben were being held captive by Darkstar."

"After which, Gwen saved us, aided by a group of DNAliens, who also took the oportunity to save a Highbreed who was also being held captive," Ben added.

"I only brought them because I didn't want you to be killed and they were already on their way!" the other Gwen snapped. "For all we know, her memories of being captured and living there for months are fake!"

"LIVING THERE! ? !" Gwen shrieked, standing, mana shining from her hands and eyes, Ben barely restraining his ownb his hand resting on Gwen's shoulder to keep her leaping at the other Gwen. "I WAS TORTURED FOR MONTHS! ! !" She lifted her sweater and shirt enough to expose her scars. "DO THESE LOOK FAKE TO YOU! ? !"

Everyone but Ben stared, Ben pulling Gwen into a hug. She began to sob and Ben sat back down, cradling her protectively.

"I understand why you believe her now," Kevin said. "It's your worst nightmare. Someone you care about was taken from you and hurt, badly, and you couldn't stop it. You must be furious."

"You have no idea," Ben said, watching Kevin calmly. "That Highbreed that's here had better hope I don't find him again."

"Why?" Kevin asked.

"Because I am _going_ to kill him," Ben said.

"Okay, so, obviously there's some truth to your memories, and there's also some truth to mine," the other Gwen said. "That just makes it harder to know who the clone is."

"It doesn't matter who it is," Ben said. "You're both Gwen. You're both our family, and you both want to stop the Highbreeds. I vote we leave it at that."

"No," Kevin said. "The clone is a time bomb. She'll turn on us the moment the order goes out. So you need to get away from her right now so we can deal with her."

"What!?" Gwen snapped. "She's the clone! why would they torture their own sleeper agent!?"

"To give credit to your story," the other Gwen said.

"Seriously man, everything points to this Gwen being real," Kevin said.

"Bullshit!" Ben spat. "More of the evidence points to this Gwen being real! And no offense Kevin, but I'm pretty sure I know Gwen better than you! I grew up with her! You've been flirting with her for under a year!"

"I don't know Tennyson," Kevin smirked. "I got to know Gwen pretty well recently."

"Kevin!" the other Gwen snapped.

"Wait, you _fucked_ Kevin!?" Gwen scoffed. "Talk about no standards."

"Didn't you have a crush on me in your fake memories too?" Kevin asked.

"No," Gwen said. "I was pretending to like you to hide my real feelings."

"Oh yeah?" Kevin asked. "Who for? Vilgax?"

"I'd fuck him before you!" Gwen snapped.

"I don't care who fucked who!" Ben snapped. "I _still_ know Gwen better than you!"

"ENOUGH! ! !" Max thundered finally, silencing everyone. "No one is killing anyone! And that includes that Highbreed!"

"You wouldn't be saying that if you knew what they did," Ben muttered.

"I don't care right now!" Max snapped. "You're all arguing like _children_!"

"Then let's be more adukt about it," Ben said. "Kevin, if you know Gwen so well, what's her favorite color?"

"Pink," Kevin smirked.

"Blue," Ben corrected.

"It _is_ blue," Kevin's Gwen admitted.

"Favorite flower?" Ben asked.

"Uh...lilac?" Kevin guessed.

"Yellow rose," Ben corrected, both Gwen's nodding. "Let's try an easy one. Birthday."

"May," Kevin grinned confidently.

"December," Ben smirked. "Why _else _is that important?"

"Because it's near Christmas?"

"Because we have the same birthday," Ben said. "And do you know why _that_ is significant?"

Kevin stared at him.

"It was the source of our rivalry," Ben said. "We both wanted to be the family favorite. I thought she was because she was smarter, and she thought I was because I was younger. So we competed. Now, you've already proven you don't know her as well as you think you do. So let's give you one more shot, hm? If you can answer this question, I'll concede that you know Gwen almost as well as me. When did we put our rivalry aside?"

"The end of the summer when you were ten and Gwen was eleven," Kevin smirked.

"Why?" Ben asked.

Both Gwens and Max all froze, eyes widening.

"Because you realized you care about each other after all?" Kevin asked.

"Yesb but what caused it?" Ben asked. "There was an event that forced us to realize how much we meant to each other. One that almost broke us both. One which was very nearly the death of one of us." Ben looked to both Gwensb re eiving a nod from each, though a more hesitant one from Kevin's Gwen.

"An event?" Kevin asked. "What, like a birthday party?"

"So you really don't know," Ben said. "She never told you. I guess that proves how little you know. It wasn't a birthday party. In fact, it was so bad that we _never_ talk about it. _Any _of us. Much less celebrate it."

"What is it?" Kevin asked.

Ben looked to the Gwens again, again receiving a nod from them, Ben's Gwen taking his hand and a deep, shuddering breath.

"Xenon," Ben said finally, both Gwen's visibly flinching.

"Xenon?" Kevin asked. "The planet?"

"That's right," Ben nodded. "At the end of our summer road trip, there was an accident, and the Omnitrix's self-destruct system was engaged. An ally of ours, Tetrax, came to get me and Gwen, and we left to find Asmuth, eventually going to Xenon. By that timeb the countdown was at hours from detonation. If that. We didn't make it far into the base Asmuth was in before a group of Florauna attacked us and one of them ate Gwen.

"I lost control and used the Omnitrix, even though I knew that doing so would potentially set it off instantly. However, I didn't explode, obviously, and tried to save Gwen, but failed. We went after Asmuth and he deactivated the Omnitrix, taking the core. Then Vilgax arrived. During the fight, I didn't care if I lived or died. Gwen was gone. I had failed to protect my own family, and the last thing I had said to her was that I hated her. Then, she showed up, saving my life, and I completely forgot about the battle in my joy that she was alive."

"And from then on, even when we fought, we both knew that we cared, and we would do anything to protect each other," Ben's Gwen said.

Kevin remained silent, staring at them all. "What does that have to-"

"It proves that you barely know Gwen," Ben interrupted. "So you are in no position to determine uniltaterally which is the real Gwen. You also have no right to demand one of them be killed. As the person who knows her better than anyone else in the world, to jnclude her other family members, _I_ am the one who should decide which is real and which isn't. And _I_ decide that it doesn't _matter_ which Gwen was real before. They're _both_ the real Gwen now. And as such, neither of them is going to be harmed."

Both Gwens stared at him, eyes watering, before hugging him together, his Gwen kissing him on the cheek. After a moment, both pulled back just as the castle shook, Helen speeding into the room.

"The Highbreed's found us."


	10. Chapter 10

I do not own Ben 10 or any of the characters.

_Italics mean thoughts._

* * *

Destruction

Ben slowed to a stop outside, seeing the Highbreed standing on the bridge, Pierce lying under his foot and Manny lying on the ground on the far side of the bridge. The Highbreed turned toward them and Ben's Gwen shra k back in fear, everyone moving in front of her without question, forming a line beside Ben, just as his hands lit up with blue mana.

"Ben, you're an Anodite?" Max gaped.

"Yup," Ben growled, walking forward. "And I'm going to deal with this fucker right now."

Before he could, however, Xenocyte Null Guardians swarmed past the bridge, grabbing him and dragging him away from the bridge, across the gap and over the land. Ben shouted in offort, focusing and shoving outward, a pulse of mana exploding off of himself, hurling the Null Guardians away before he caught himself with mana. Instantly, more swarmed him, but Ben formed himself a pair of mana rods and began to smash them into the Null Guardians. After a moment, blasts of mana and lasers began to explode against the Null Guardians, drawing their attention. Ben grabbed one with a mana whip instantly and spun, smashing it through most of the others before releasing it and sending it bouncing along the ground. Then, Ben turned and flew toward the others, only for more Null Guardians to flood toward him from above.

He flipped, holding out his hands and spraying them with mana spheres, only for DNAliens to leap off of them, tackling Ben to the ground, beginning to encase him in their goo. However, a blast of pink mana blasted them all off of him before he oulsed his own mana again, breaking the hardened goo and standing. Gwen landed beside him, a pair of mana spheres in her hands, but flickering as she trembled in fear. Ben glanced at her and understood. DNAliens had hurt her more than the Highbreed. She was more afraid of them on a psychological level.

Ben glanced at the Highbreed, seeing it fighting Kevin and the other Gwen, who were barely holding it back. "Can you help Kevin and that Gwen? I can handle this."

Gwen nodded and turned, sending a beam of mana at the Hughbreed, making it stagger away from Kevin, but not hurting it much. However, Manny and Pierce were up now too, joining the fray.

Ben turned back to the DNAliens, just in time to block a wall of incomin slime. There were more now. Nearly a hundred. Ben grit his teeth. He wanted to kill them. All of them. But Gwen would never forgive him. He flew into the air, holding both arms out, sending a beam of enegy blasting through the DNAliens as Ben began to fly around, flipping and dodging around globs of goo.

He let the blast end and focused, a massive chunk of ground breaking free, a glowing blue aura around it, then swung his armb sendi g it crashing through the DNAliens. He was about to fire another beam when a Null Guardian blasted him in the chest with an energy beam. He crashed to the ground, then rolled to a stop, looking toward the others just as the Highbreed kicked Kevin, sending him bouncing backward, the ststone covering his body fading. Kevin's Gwen was being restrained by several Null Guardians' tentacles, and the other Plumber Kids, along with Max, were all fighting against the rest of the Null Guardians. Ben's Gwen was on her knees, staring up at the Highbreed in terror.

"It's over," the Highbreed was saying. "Submit quietly."

As it reached for Gwen, Ben felt rage flood him and extended an arm, standing as a pair of mana tentacles shot out of his hand, streaking across the distance between them, impaling the Highbreed though the gut, lifting him.

"You won't lay a hand on her!" Ben snarled.

Then, he turned, swiping a hand and sending the Highbreed crashing through the ranks of the DNAliens, the mana tentacles fading. Ben sprinted to Gwen and dropped to a knee in front of her.

"Are you alright?" Ben asked.

"I...I couldn't...I was so afraid," Gwen said. "I couldn't...control my powers."

"It's alright," Ben smiled, cupping her cheek. "You don't have to fight. I'll fight for us both. You just let me protect you. After all, what's a boyfriend for?"

Gwen's eyes widened slightly before she smiled and nodded. "Thank you."

Ben smiled and nodded, then stood and turned, holding out a hand and forming a barrier, the Highbreed's fists slamming down on it, cracking it. Then, Ben shoved his hand outward and the barrier exploded outward as a flood of mana spheres, most of which exploded against the Highbreed, launching it backward, and the rest raining down among the DNAliens.

"Damn!" Kevin whistled. "You're demolishing him. How're you so good?"

"Because if I wasn't I wouldn't be able to protect Gwen," Ben said, raising his hands at his sides, tearing a pair of chunks of ground freeb then swiped his hands across his body, the boulders breaking apart, their debris spraying into the DNAliens and Null Guardians, dropping them rapidly.

Suddenly, red laser blasts began to explode down on the Highbreed's army, clearing them before the blasts focused on the Hughbreed himself for several long moments. Finally, they let up as several Null Guardians swooped down, grabbing the Highbreed, who looked like he wss barely clinging to life, and flew back up to where D'Void was waiting with a few more Null Guardians.

"What are you doing!?" the Highbreed snarled.

"I'm getting rid of the competition," D'Void smirked. "Your body is an even better power source than the kormite I use now. With your body, I should be able to break through the dimensional wall keeping me captive here even sooner than our best projections!"

"I'm not letting you escape Animo!" Ben shouted, hurling a sphere of mana at him, only for a Null Guardian to shield him with its body.

"Don't think I've forgotten you, Ben Tennyson," Animo said. "I'll allow you to clean up here. Enjoy playing with the Highbreed's pets."

He tossed a small cube, then whistled, his Null Guardians turning and flying away. However, as the Highbreed's Null Guardians moved to chase him, the box let out a high, pierccing shriekd of a whistle, all of the Highbreed's Null Guardians shrieking in pain instantly, beginning to blast everything around them at random. Ben blasted the box, but the moment he did, the Null Guardians swarmed.

"Figures," Ben growled, swiping a hand and sending an arc of mana into the Null guardians, dropping a few before a massive pink beam of mana shot passed, scattering the rest, dropping almost double what Ben had gotten.

"We'll handle this," Ben's Gwen said, stepping up beside him.

"Yeah," the other Gwen nodded. "Three Anodites should be more than enough."

Ben smiled and nodded, glancing back at Kevin, who Max had handed a monkey wrench. "You ready Kevin?"

"Perfectly," Kevin smirked.

"Good," Ben said, attaching a mana whip around Kevin's waist.

"Wait what are you-"

Ben spun swinging Kevin around at the Null Guardians like a flail.

"Tennyson!" Kevin shouted befofe reaching the Null Guardians and grunting in pain with every impact, finally stopping on the far side, only to fly backward instantly. "I'm going to kill-" Then he was bouncing from one Null Guardian to the next again before Ben finally set him on his feet.

To either side of Ben, the Gwens were hurling blasts of mana up at the Null Guardians, Ben's Gwen laughing aat Ben's meathod of attack. Ben ripped a pair of massive dirt chunks free of the ground and hurled them up into the swarm of Null Guardians, only for both to be blasted into dust. Then, it was raining lasers again. Ben and the Gwens scattered, still blasting the Null Guardians when they could, and Ben broke chunks of stone free of the ground for Kevin to throw when he could, but the lasers were really making it hard to fight.

Max looked around at the four of them, him and the Helpers all in cover, and saw that while Kevin, Ben, and Ben's Gwen were all holding their own fairly well, Kevin mostly from being metal and being able to take a bigger hit, Kevin's Gwen was struggling.

"Ben, Gwen needs help!" Max warned.

Ben spun toward _his_ Gwen instantly, but she was fine. "No, she's-"

A laser exploded into his chest, sending him crashing to the ground just as the shield the other Gwen was holding shattered and a blast slammed into her shoulder, then her back, throwing her to the ground.

"Ben!" Gwen shouted.

"Gwen!" Kevin shouted.

Then, Gwen got blasted in the back by one Null Guardian, and six blasted Kevin, both crashing go the ground, groaning.

"This is going to get confusing," Ben grumbled as his Gwen groaned, starting to get up, as was the other Gwen, only for Ben to hold both down with mana. "Your shirts are ruined. If you stand they'll fall off."

Both groaned.

"This was my favorite sweater!" Ben's Gwen complained.

Ben smiled, pulling his jacket off and draping it over her before letting her go. She held it closed as she stood, slipping her arms into it one at a time and zipped it closed. Off to the other side, Kevin gave the other Gwen his black Tee-shirt. She pulled it on, then pulled the remains of her own shirts out from under it and tossed it aside, Ben's Gwen doing the same.

"There," Kevin's Gwen said. "Now let's finish them."

Before they could attack, several more aliens, one looking like a more feral, blue Wildmutt, one a four-legged green alien, one a smoking orange alien, and a couple others, arrived, dropping the remaining Null Guardians in moments with their surprise assault, along with Pierce helping with his quills.

"Come on," Ben said. "We have to stop Animo."

"Who?" the green alien asked.

"D'Void," Ben said. "His real name is Animo."

The alien nodded and they shot into the air, the three Annodites carrying everyone who couldn't fly with their powers. After a few minutes, the drill came into view. It was an enormous machine with the drill on the top, and cracks spreading over it where there was nothing, the cracks all glowing white.

Ben and the Gwens hurled Manny, Kevin, and the Wildmutt alien, which Ben didn't want to know the meathod of conception for considering it was a Plumber's kid, and therefor half human, at the drill just as Null Guardians flooded out of a castle beside it, moving to block them. Ben extended his hands and began to blast them rapidly with mana, dropping them as the Gwens sped toward solid ground with the others. Once the others had gotten past the Null Guardians, Ben sent out a pair of mana whips, grabbing a pair of floating boulders, and began to swing them around and around before rapidly flailing them through the Null Gaurdians, sending them flyi g rapidly before stopping both whips and leaving the buolders hovering there.

He flew to the platform just as Animo tossed the Highbreed into the flames below the drill, the Highbreed screaming as he burned. Above them, the dril began to shine, the cracks beginning to spread faster. Ben sent a massive beam of mana at Animo, but Animo held his hand out, the beam dispersing against it. Animo grinned.

"I'm stronger than you, Ben tennyson!" Animo grinned. "Just give up!"

He leapt into the air and Ben formed a shield, only for Animo to smash through it, then slam a kick into Ben, hurling him to the floor. As Ben stood, he looked around. There were DNAliens everywhereb along with Null Guardians. The Helpers were focusing on the Null Guardians, leaving Max and the others to handle the DNAliens. Except, Ben's Gwen wasn't fighting. She was curled into the fetal position on the floor, DNAliens beating her mercilessly.

Ben roared in rage, twin beams of mana flashing out and exploding into them, launching them away instantly before more wramed Ben, only to be juat as easily dealt with. Ben's eyes shone with blue mana as he stormed toward the door the DNAliens were flooding out from. He sent a wave of mana throught the doorway and it exploded inside, DNAliens being spewed from the doorway like a geyser, and the flood subsided. Ben turned, walking toward Gwen again as three DNAliens moved to atgack Ben. Ben turned, forming mana around his hand and slamming a backfist into all three, launching them all completely off of the chunk of rock they were on, sending them plummeting into the abyss below.

Then, Ben knelt beside Gwen, lifting her into his arms and gently brushing her hair from her face. He took her hand and she hesitated before beginning to absorb his mana. Her bruises begab to fade before she finished and stood, Ben hugging her.

"Are you alright?" Ben asked.

"I think so," Gwen said.

Suddenly, she spun them, twisting out of Ben's arms and swinging an arm, deflected a clawed hand that had been aimed at Ben's heart before she blasted the DNAlien away. Then, her body turned completely black, like a 3D silhouette with glowing white eyes, and her hair became a long glowing pink tail of energy, lighting up the contours of her body slightly, giving her something like dark purple highlights. However, Gwen's face was a mask of hatred, and she began to rain mana blasts throughout the DNAliens as they resumed swarming out of the building, only to be decimated by her, man even being killed. Then' as the flood of targets finaly ended, Gwen turned, a glowing pink aura forming around the drill before Gwen held out a hand and squeezed, the drill crumpling into a ball of metal and dropping i to the flames below it before she snapped her fingers, a flash of magenta light shooting ohtohtward from them and sealing the cracks in the air, as well as extinguishing the flames.

Then, Gwen transformed back, floating to the ground and collapsing, Ben catching her instantly. The other Gwen held out a hand, using a mana whip to catch Animo and slammed him into the ground, knocking him out.

"I guess the drill was powering him too," Kevin said. "Is she okay?"

"Gwen, you in there?" Ben asked.

"Ben?" Gwen croaked, eyes cracking open and staring up at him blearily.

"I'm here," Ben smiled. "You scared me."

Gwen smiled weakly, lifting a hand to his cheek, Ben's own hand reaching up and curling around it, holding it tightly as Ben smiled down at her for a moment.

"Don't pull something like that again, okay?" Ben asked. "I don't want to lose you."

Gwen smiled and nodded, taking her hand back, Ben helping her stand. "I'm sorry I've been so afraid. I just..."

"I know," Ben said, hugging her. "You don't have to fight anymore. We can handle it. You can stay somewhere safe."

Gwen pulled away, shaking her head, one hand on her shoulder, the other cupping his cheek. "I'm alright now. I won't let my fear control me anymore. I'm going to fight."

Ben smiled and nodded. "If you're ready."

Gwen smiled and nodded just before Kevin cleared his throat. They both blushed, looking over to where the other Gwen had a portal open.

"If you two are done, we'd like to go home," Kevin said.

Ben nodded and looked to Max, who gave him a sad smile. "You're not coming, are you?"

"I can't," Max said. "We've still got to clean things up here."

"How will you deal with the mutated Null Guardians?" Ben asked.

"For now, we'll keep them sedated," Max said. "Eventually we'll find a way to cure them."

Ben nodded. "I'll be back to cure them once the Omnitrjx recharges."

Max nodded, smiling. "You'd better go. Both of you. The Earth still needs you all."

Ben and Gwen nodded, both hugging Max before walking over to the portal and following Kevin and the other Gwen through. Once on the far side, the other Gwen let the portal close and turned on Ben and Gwen instantly, Kevin doing the same.

"What the hell was that?" Kevin's Gwen demanded.

"What?" Ben asked.

"That sappy romantic shit!" Kevin snapped. "Tell me that wasn't what it looked like!"

"It wasn-"

"What if it was?" Ben asked, Gwen glancing at him, eyes wide.

"That's disgusting!" Kevin spat. "Real or cloned, she's your cousin!"

"So what?" Gwen asked. "Is that supposed to mean we can't care about each other?"

"Yes!" the other Gwen snapped.

"Oh don't give me that!" Gwen said. "You csn't honestly look me in the eye and tell me you never had even a slight crush on Ben. I'm you. I know better."

"Okay, yeah, maybe a little when we were ten, and there were no other boys around," Gwen said. "And it was only because of Xenon! After I calmed down from that, I smartened up again and got over it!"

"Well goody goody for you, fake," Gwen growled. "_I_, on the other hand_,_ am in love with Ben. He's the only reason I was able to stay sane through all the torture I went through. So I don't care what you say about us. I'm happy with Ben. For the first time in years, I'm actually happy. And I'm not going to give that up just because you don't approve! If you don't like it, you can go fuck yourselves!"

Kevin and the other Gwen stared at her and Ben slipped his hand into hers.

"Come on," Ben said. "We should get home. I'm sure Sandra and Carl are worried by now."

"Sandra and Carl know about her!?" the other Gwen shrieked.

"Relax," Ben said. "They think she's the clone and won't say anything about her because they don't want anyone to freak out."

The other Gwen groaned before motioning for them to leave. Ben nodded and they left, walking back to his house in silence.

* * *

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	11. Chapter 11

I do not own Ben 10 Alien Force or any of the characters.

_Italics mean thoughts._

* * *

Advice

The wind screamed as it passed. The sand blowing in the air stung against his skin and in his eyes. Above him, the sky was clogged with smog, a weak yellow glow just barely breaking through in some spots from the sun. He tried to call out, to see if anyone else was alive, but no sound would come out. Before him, a desert stretched, pock-marked with craters qnd bits of debris, though none of it was recognizable. Beyond that, maybe a few miles away, there was a city skyline, broken and jagged, like broken, decaying bones jutting up from the Earth. This was his fault. He had failed. He hadn't been strong enough. He couldn't do anything.

Above the city, the smog parted, a ship floating down from aboveb a light shining on him. Fear filled him, but then was replaced something else. A realization. That ship wasn't damaged. He could steal it. Follow its own coordinates back home. He could still save his whole world. All he had to do was take the ship. And with that thought in mind, he charged.

* * *

Ben sat bolt upright, panting, drenched in sweat and eyes wide. It was that dream again. So vivid that he could still feel the sand in his eyes. He rubbed at them furiously, trying to get the burning to fade, and he felt Gwen sit up beside him, resting a hand on his shoulder. He felt guilty. _She_ was the one that was tortured, but _he_ was the one having nightmares the most.

"What was it?" Gwen asked.

"I...I don't know." Ben said. "I was...I was in some wasteland, and I was trying to get somewhere."

"That sounds awefully tame for your reaction to it," Gwen said, frowning.

"I know," Ben said. "I don't understand either."

"Maybe it's just stress," Gwen suggested. "This whole situation can't have been easy for you."

"Maybe," Ben sighed. "I feel bad. I've got no reason to be afraid, and yet I'm having nightmares about a place I don't recognize, and you're worrying about me."

"I always worry about you," Gwen said seriously. "And now that Kevin and the other me know..."

"It doesn't mattter," Ben said, taking her hands. "I'm not letting you go, as long as you don't let me go."

Gwen squeezed his hands lightly, smiling. "Never."

Just then, the door ooened, both cousins yanking their hands back before Kevin and the other Gwen walked into the room. closing the door. Both looked angry, disgusted, and like they wanted nothing more than to leave. But they clearly weren't going to any time soon.

"What?" Ben asked.

"We need to talk," Kevin said.

"If it's about our relationship, you can get out," Ben said.

"It's about the Highbreeds," the other Gwen said.

"Not everything revolves around you fucking your cousin," Kevin said.

"What difference does it make to _you_?" Ben asked. "You're fucking a Gwen already, and my sex life is none of your business."

"Enough!" the other Gwen snapped. "We didn't come here to argue about anyone's relationship with anyone." she sighed heavily. "Honestly...I think I understand. You went through hell. You were forced to suffer more than anyone could hope to understand, and as you did, you clung to the memory of the one person that always made you feel safe, because you always trusted them. It made you develop a sort of Stockholm Syndrome for Ben."

"My feelings for Ben are _not_ Stockholm Syndrome!" Gwen snapped.

"Whatever," the other Gwen said. "The point is, I understand why you feel the way you do about Ben, and...I'll try to be...as supposortive as I can manage."

"You're going to _support_ this!?" Kevin gaped.

"Yes, Kevin, I am," Gwen said. "Ben's my family, and if he says that he's in love with her, then he is. _Not_ supporting them is only going to drive us apart, and I don't want to lose my cousin juat because I don't approve of his choice of girlfriend."

"Thank you Gwen," Ben smiled.

"Just...try to keep the making out to a minimum around me," Gwen said. "It's weird."

"That's fair," Ben nodded. "So, what were you saying about the Highbreeds?"

"Right," Gwen nodded. "We might have a lead."

"What?" Ben asked.

"One of my old contacts called about disappearances a little ways from here, and about there being dried yellow goo at all of the crime scenes," Kevin said.

"Sounds like DNAliens," Ben nodded.

Kevin nodded. "We should go check it out."

"Alright," Ben nodded. "Let's go."

"Actually," the other Gwen said. "We think we should split up. If we stick together, we're bound to start fighting again. But separate, we're plenty strong enough to handle whatever problems arise, and we can deal with twice as many problems at once."

Gwen nodded. "That's a good idea. But make sure to keep your Plumber's Badges on hand. If you get attacked by DNAliens, Ben's the only one who can cure you, and if you warn us, I can teleport him to you."

The other Gwen and Kevin both nod, standing. Kevin leaves but Gwen pauses.

"Oh, and Ben," the other Gwen says. "Congratulations on getting your powers. And...I hope things work out for you. I hope Julie's not too mad."

Then she left and closed the door, Ben swallowing hard.

"I'm sorry," Ben said.

Gwn's brow furrowed before she realized what was wrong. "It's alright. Things have been happening pretty fast. But, you should tell her before we leave."

"What do I say?" Ben asked.

"Just...tell her that you're really sorry, but you can't be with her," Gwen said. "You had to choose between the job and someone close to you recently, and you can't let yourself be in the situation to have to make that choice again."

Ben nodded. "Okay. I can do that."

Gwen smiled and nodded, kissing him. "And you'll have to kiss her goodbye."

"But...I can't-"

Gwen cut him off with another, less chaste kiss, shifting to straddle his legs as she did. "Trust me. I won't get mad at you for it. I know you love me, and I'm the one that told you to do it."

Ben nodded, kissing her again, laying back and holding her against him. Gwen sighed, deepening the kiss, her tongue sliding against his as his hands began to trail over her body, trailing just heavily enough for her to feel it through her clothesb sending shivers racing down her spine. As his slipped his hands under her shirtb he smiled as he felt the goosebumps covering her skin.

"That tickles," Gwen mumbled between kisses as he continued to lightly trail his fingers over her skin. After a few more minutes, Gwen pulled back, taking a second to collect herself and slow her breathing before smiling down at Ben.

"You seem a lot more calm this time," Gwen smiled.

"I think I've had enough time to adjust," Ben smiled. "I can make oout with you for as long as I want now and not faint."

Gwen snorted, shaking her head, then kissed him again. Again Ben's tongue met hers halfway, and Ben's hands resumed their previous activity. Gwen's own hands slowly slid down his chset and around his sides before sliding up to his arms before pushing down, pulling his hands out of her shirt before sitting up, lacing their fingers together.

"I'm sorry," Ben said. "I didn't mean-"

Gwen held a finger to his lips, making him stop as she smiled, a hint of sadness in her eyes. "We need to go. We have a job to do, and You still need to talk to Julie. If we spend mush more time together, and Julie tastes someone else's lips when you kiss her, she'll never forgive you."

"Girls can tell if someone kissed someone else by taste?" Ben asked.

Gwen smiled, nodding. "Come on. We need to go."

She stood and Ben sighed, standing only to pull Gwen back to himself, kissing her again. Gwen let out a shuddering sighb but Ben released her after only a few seconds.

"I love you," Ben said.

"I know," Gwen smiled. "I wouldn't be telling you to kiss Julie if I didn't. I love you too Ben. And I trust you."

Ben smiled, giving her one last quick kiss before grabbing a clean set of clothes and heading to the bathroom to get cleaned up. Once he was done, Gwen took her turn before they left, getting permission to use Sandra's car and promising not to destroy it before heading toward the coordinates the other Gwen had sent to Ben's Plumber Badge. Before they left town, however, Ben pulled to a stop outside Julie's house.

"Are you sure this'll work?" Ben asked.

"Positive," Gwen said. "Eighty percent."

"That's not helping," Ben grumbled.

Gwen smiled and leaned over, kissing him for a moment. "You can do this. Just go in there, and break your girlfriend's heart."

"You're enjoying this too much," Ben decided. Then' he sighed heavily and climbed out of the car, walking toward the door while rehearsing his side of the conversation in his head.

* * *

Ben groaned miserably, holding the baggie of ice to his face as Gwen laughed. He shot her a scathing look but she just laughed harder.

"This is your fault," Ben said. "If it wasn't for your stupid plan, I wouldn't be in pain."

"Hey, my plan worked perfectly," Gwen said. "You and Julie broke up, didn't you?"

"Oh yeah, just perfect," Ben snorted. "So well that she punched me in the face."

"Of course she did," Gwen smirked. "She's like an Asian me."

"Did you know I was going to get hit?" Ben asked.

"I had a feeling," Gwen smirked.

Ben grumbled a string of gibberish and rolled his eyes. "At least you don't have to worry about me ever running back to her."

"Did I before?" Gwen asked, cocking an eyebrow.

"Of course not," Ben said, taking the ice away and poking the bruise covering his left cheek and centered on his cheekbone, wincing, and putting the ice back on it. "And why exactly won't you heal this, or let me?"

"It's a reminder of what'll happen if you ever break up with me," Gwen smiled, Ben giving her an unimpressed look.

"You're hilarious," Ben said.

"Okay, then I find bruises _very_ sexy," Gwen said.

"Mhm, sure," Ben said. "If you ever pull out handcuffs, we're done."

Gwen laughed, Ben smirking, glad the ice was keeping his face cold enough to negate his blush. He couldn't believe that had just come out of his mouth. He snapped back to reality as they passed a sign announcing they had reached their destination. Silent Hall.

"Okay, I gotta say it," Ben said. "Anyone who lives in a town with a name that's a rip-off of Silent Hill is juat asking to get messed with."

"I have to agree," Gwen nodded. "That really is a horrible name for a town."

They found a diner and rolled to a stop, both heading inside. They sat near the corner and looked around. The place looked nice enough, but everyone inside was staring mutely at their food, like they had lost the will to do pretty much anything. After a few minutes, the waitress came out, walking toward their table. She had a tight pink blouse, a short white skirt to show off her legs, a chest that would Hooters waitresses jealous, and her dark brown hair was in a tight bun.

"Hello handsome," she smiled. "What can I get for you?"

"I'll habe a cheeseburger," Ben said.

"Alright, she smiled, then winked. "I'll give you some taco on the house if you ask nicely."

"I'll bear that in mind," Ben said, struggling to be polite.

"And how about you?" the waitress asked.

"I'd like a salad," Gwen said. "And for you to stop flirting with my boyfriend."

"Boyfriend?" she asked, eyebrows rising. "Oh gosh, I'm sorry. I thought you were cousins."

Warning sirens began to shriek in Ben's head and Ben could see the muscles in Gwen's arms tense as well.

"Really?" Ben asked. "What made you think that?"

"I don't know," the girl shrugged. "You two seem so close I thought you were family, but you didn't look enough alike to be siblings. Cousins was the next best answer."

Ben nodded slowly, forcing a smile. "That mames sense I suppose."

The waitress smiled and walked away, Gwen instantly turning to Ben.

"Your new girlfriend's a DNAlien," Gwen said.

"Oh don't start that shit," Ben snorted. "But yeah, we should go."

They both stood, walking to the door, only for it to open and a pair of white guys with high-and-tight hair cuts, expensive 3-piece suits, dark sunglasses, and a clear wire curling up to their ears to step through the door.

"Excuse us, may we have some words with the two of you?" one of them asked.

"I'm dreaming aren't I?" Ben asked.

Gwen reached over and tapped his bruise, making him flinch. "Nope, you're awake."

"Gee thanks," Ben said, rolling his eyes. "Look, I don't know what eightees or nineties horror mobie you two crawled out of, but we're a bit busy. We don't have time for the Twilight Zone routine."

Ben shoved past the twob but as Gwen made to followb they grabbed her arms. Ben grabbed one of them, knocking his hand off her arm before turning and hurling him, then jumped, slamming a reverse spinning kick into the other's head, dropping him. The one Ben had thrown began to stand and Ben stepped between him and Gwen, tossing his unconscious friend to him.

"Touch her again and you die," Ben growled.

"We're not who you think we are," the man crouching on the ground said.

"Take off the ID masks and we'll see," Ben said.

"Do you still have the hoverboard I gave you?" the man asked, Ben freezing.

Gwen rested a hand on his shoulder. "It's alright. Let's follow them. Quickly."

Ben glanced back, seeing everyone staring at them. He nodded and the man picked up the other easily, though Ben _did_ have to admit that the unconscious guy had felt oddly light. Ben and Gwen followed the other two away from the diner and through a back alley to a door-shaped depression in one of the walls, which the man pushed open easily. Ben and Gwen walked through and Gwen formed a glowing ball of mana as the man closed the door, revealing a dark, abandoned Plumber Base. They followed him into it for a ways before reaching the main room, a round room with a massive computer on the far wall, a picture window over it displaying large glass tubesb all of which were empty, and a pile of dried yellow goo on the right side of the room.

"Where are we?" Ben asked.

"This is a Plumber Facility that was removed from all of their archives by order of the leader the Plumbers, Magistrata, the man said, pulling off his ID mask, revealing Tetrax.

"Why?" Ben asked.

"It was a facility devoted to research that was too dangerous," Tetrax said. "They were developing cloning technology."

Ben's eyes widened as Gwen covered her mouth, staring at the window above them. "The DNAliens found it." He stared at the goo, suddenly realizing that the round buldges he had ignored before were faces, the goo stretched tight over them, but they were all deformed. Some had a crooked jaw, others a cleft pallet, one looked like its skull hadn't formed a full plate. "Did they perfect it?" He felt stupid instantly. Of course they did. There were two Gwens. And they wouldn't be here if they hadn't gotten it working.

"No," Tetrax said, Ben and Gwen staring at him. "Before they could, my associate here and I arrived and they fled."

Ben and Gwen turned to the other person as they pushed themselves up, swaying for a moment before shaking their head and removing the mask. Gwendolyn. Gwen's future self, but with her hair in a ponytail, rather than cut short.

"You?" Ben asked. "But...wait...which...are you?"

Gwendolyn smiled sadly. "I can't tell you that. I can't tell you how this ends. It would only make it worse. I already tried it."

"What do you mean?" Gwen asked.

"Sorry," Gwendolyn winced. "Can I talk to you alone? I can tell you some things I can't tell him."

Gwen nodded and followed her away from the others. "So, what are you doing here?"

"Trying to help," Gwendolyn smiled weakly. "Go ahead and ask."

"It wouldn't matter," Gwen sighed. "You can't tell me if I'm the clone or not."

Gwendolyn smiled. "Ask anything you want. I'll answer what I can."

"How did Ben surprise you two enough to knock you out?" Gwen asked, after some thought.

"Because he didn't do it before," Gwendolyn said.

"So, then the future's not set in stone," Gwen said.

"That's right," Gwendolyn nodded. "Do you remember when you first visited us?"

Gwen nodded.

"Do you remember what my Ben's Omnitrix looked like?" Gwendolyn asked.

Gwen thought back before her eyes widened. "The original."

Gwendolyn nodded. "Ben has a habit for changing the future by being spontaneous. He was never supposed to get the Omnitrix taken off. Or put it back on."

A moment of silence passed between them as Gwen considered her next question.

"Why are you here, trying to help?" Gwen asked. "What are you trying to help with?"

Gwendolyn's eyes filled with sadness. "Ben still becomes like he was when you came to the future. I'm sure you can guess the cause."

Gwen _could_ guess. She had already seen the coldness and hatred growing inside of him. She had already seen the change starting.

"Me being taken," Gwen said, receiving a nod. "But then...why didn't you stop me from being taken? Why didn't you warn me?"

Gwendolyn fell silent for a long while. "I couldn't."

"Because I'm the clone?" Gwen asked, fear and frustration filling her. "There's no way it could have gotten worse, so that narrows the options down pretty fast! I'm right, aren't I!?"

"I couldn't warn you!" Gwendolyn pleaded, tears running down her face quickly. "Please Gwen! I couldn't tell you! I'm so sorry!"

Gwen felt her anger fade. She couldn't blame her. It could have made things worse. Maybe she would have cut ties with Ben to save herself. Maybe she would have committed suicide to avoid the torture. Maybe it _could_ have been worse.

"What about Ben?" Gwen asked. "Do we...We lose him, don't we?"

Gwendolyn nodded, wiping her eyes. "When he changes, he chooses to cut ties with everyone, unless it's related to the job. By the time you saved him...We'd already lost him. He was with Kai."

Gwen snorts humorlessly. "Of all the people to lose him to."

Gwendolyn smiles knkwingly, nodding. "The person who started it all for us is the one who got him."

Gwen blinked, eyes widening as that sunk in. Gwendolyn was right. It _had_ started when Kai rejected him. It was the first time she had truly been nice to him. And seeing him devote all of his time and attention to Kai in an attempt to win her over had made Gwen jealous.

Gwen smiled. "I guess it did start then...didn't it?"

Gwendolyn smiled before it faded.

"What have you tried?" Gwen asked.

"Everything, Gwe dolyn said. "I tried stopping it in person, I tried rescuing you on every day, I tried teleporting Ben to you, but couldn't. I tried teleporting the entire prison to Ben. I tried warning Ben. I tried warning Kevin. I warned Max. I warned Verdona. I tried killing the Highbreed individual. I tried exterminating the species. Everything failed. Either it didn't work or it only made it worse."

"Then how can I stop it?" Gwen asked. "If you couldn't..."

"There's one last thing I never tried," Gwendolyn said. "I can only hope you choose differently than I did."

"Can you tell me the choice?" Gwen asked, Gwendolyn shaking her head. "Can we get him bad after we lose him?"

"Yes," Gwendolyn nodded. "But...it's not the same. It'll never be the same again."

"What should I do?" Gwen asked.

"Fight," Gwendolyn said. "It's going to be hard. It's going to seem damn near impossible. But you have to fight. For Ben. You have to save him from himself. But..."

"What?" Gwen asked.

"If you can't save him from himself...you have to save him...from us," Gwendolyn said, tears rolling down her face again. "You have to let him go. Cut ties. It...It's really not the same." Her shoulders shook with a sob and she covered her mouth.

Gwen wanted to comfort her, but didn't know how. Finally, Gwendolyn began to regain control.

"You're me, aren't you?" Gwen asked, needing to be sure.

Gwendolyn remained silent, staring at the floor.

"Have you ever had short hair?" Gwen asked.

Gwendolyn allowed a small smile to appear on her face before a portal appeared behind her. "Goodbye Gwen. I pray you succeed."

Gwen nodded, head spinning from all that they had discussed, but one thing, one simple fact, gnawing at her insides. She wasn't Gwen Tennyson. That was why Gwendolyn couldn't warn her. Because she wasn't there. Yet. She hadn't been made yet.

* * *

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	12. Chapter 12

I do not own Ben 10 Alien Force or any of the characters.

_Italics mean thoughts._

* * *

Captured

Ben watched as Gwen and Gwendolyn walked away. He had a bad feeling about what they were going to talk about.

"Be careful in the next few days," Tetrax warned.

"Do you know what they're talking about?" Ben asked.

"No," Tetrax said. "She wouldn't tell me anything. Apparently she was afraid of you finding out anything about her visit. I don't know what they're talking about, but I don't think it'll go over well. Ever since we got to this town to wait for yiu, she's been bursting into tears repeatedly and talking about not wanting to do something, and about making a different choice."

"I see," Ben nodded, worry filling him rapidly. He scrambled to find something, anything, else to talk about, just to distract thimself until he could ask Gwen. "Is this town being controlled by thw DNAliens?"

"Actually no," Tetrax said. "It's just a very depressed city with a very sharp and slutty waitress." Tetrax's brow furrowed. "She _did_ call her a whore though, but she wouldn't tell me why."

"Alright," Ben shrugged.

They fell silent, and after a couple more minutes, Gwen walked back in, face deeply troubled and eyes watering. Ben walked over to her instantly, wrapping his arms around her.

"Are you okay?" Ben asked.

"No," Gwen sobbed into his chest, both ignoring Tetrax as he left the room. "I...I'm not...We..."

"You don't have to tell me, Gwen," Ben said, squeezing her lightly. "Let's just get out of here."

Gwen nodded and they remained there a few more minutes while she collected herself before they headed up to the street. They started back toward the car only to stop, finding the waitress waiting there with their food and a knowing, seductive smile on her face.

"What do you want?" Ben asked.

"Well, my money for a start," the girl said. "And a tip. But if you would prefer, I'll accept a threesome instead of it, and then you can have free food whenever you come in, as long as we can go again from time to time." She winked at them.

"Get off our car," Ben said, pulling his wallet out and pulling out more than enough cash for the meal and tip. "Here's your money. We're not interested in sex."

"I don't mind that you're related," the girl said. "I know you're trying to keep it hidden, but I think it's kind of hot."

"Get off the car before I drive off and you get hurt," Ben warned, opening his door. "Last warning."

Gwrn was already buckling herself in as Ben sat down, mana flickering from her palms. The girl sighed, passing the food in through the window in a to-go bag, then blew them a kiss and walked away. Ben pulled out of the parking lot and started away from the town, slipping his hand into Gwen's as they drove.

"In a couple hours, we'll be home, and this time, I'm all yours," Ben promised. "Whatever you want to do."

Gwen smiled and nodded. However as she opened her mouth to speak, their Plumber's Badges began to beep frantically. Gwen answered instantly.

"Ben!" Kevin's voice shouted urgently. "Gwen was captured by DNAliens!"

Ben slammed on the brakes, skidding to a stop as Gwen held her hands out, pink mana swirling to life around the entire car before fading, leaving them on the side of a different road where Kevin was encased in goo completely, except for his head and right hand, which was holding his badge.

Ben leapt out, using his mana to blast Kevin free of the goo, before freezing, staring at Bellwood in the distance. His eyes slowly widened, terror and desperation tearing through him out of nowhere, dropping him to his knees. Before him, unbroken and lacking the desert around it, was the same skyline as in his nightmares. It was the same. Hw knew, because even as his eyes stared at the undamaged skyline of reality, he was seeing the one from his dream. Then, as blue light enveloped his body, darkness enveloped his mind.

* * *

That ship wasn't damaged. He could steal it. Follow its own coordinates back home. He could still save his whole world. All he had to do was take the ship. And with that thought in mind, he charged.

He took off after a few seconds, mana flooding off of him in waves as he raced through the air. The ship opened fire with its many, many cannons, but he sent a mana blast into each, destroying them, even as he avoided the shots themselves. Then, he reached an airlock and blasted through the outer door. He landed inside the inner one and forced it open, allowing himself through before closing it behind himself. DNAliens swarmed around the corners, blasters rising, only for a barrage of mana spheres to splatter the foolish targets across the walls. He walked toward the command center and more DNAliens found him, only to likewise repaint the walls. They wouldn't stop him. He wouldn't allow it. He had fo save his world. It was too important. He wouldn't allow anything to stop him. Even his own mercy. There wasn't time for that.

After a few more minutes, and a few more repainted walls, he reached the command center and formed a barrier before ripping the doors out of the wall. A wall of lasers greeted him, shattering the barrier, only for him to step through, twin beams of mana from his hands mowing down the vermin before him. The Highbreed leapt at him from behind, but a mana tendril shot out of his back, impaling it through the head before flicking its carcass behind himself.

He walked to the controls and activated the Omnitrix, transforming into Greymatter. Then, a handful of buttons later and the ship turned, leaving the Earth behind and jumping to hyperspace, or faster-than-light travel, or slipspace, or whatever the DNAliens called their high-speed mode. Soon. Soon he would be there. Soon, he would make them pay for taking his world from him, and he would repay them in full.

* * *

Ben groaned as he stirred, looking around slowly, and finding himself in a cell with glowing blue circles and lines over the walls, all of the walls rounded and oddly shaped, like a metal cave. Against one wall was Gwen.

"Gwen?" Ben croaked, trying to stand but collapsing entire body feeling like it was made of lead.

"This room...drains our energy," Gwen said, barely conscious. "It's designed...to hold...Anodites. Did...Kevin call you?"

Ben realized this was Kevin's Gwen and nodded. "How'd I...get here?" He grimaced. Talking was nearly impossible.

"You...teleported yourself," Gwen said. "I thought...you were here...to...save me...but y...you were...screaming...and sobbing."

Ben's brow furrowed. He'd been crying? His eyes _did_ burn a little. Had that happened last time? Was _that_ why his eyes had hurt before? If so, why hadn't Gwen said anything? Maybe she hadn't known?

Ben tried to sit up only to collapse against the wall. "Sorry. I wish...I could...save you. My watch is...still down."

"Maybe...you should try...channeling energy into it," Gwen suggested. "Charge it...yourself."

Ben would have slapped his forehead if he had had the energy.

"Can I...ask...something?" Gwen asked.

Ben nodded.

"Why her?" Gwen asked. "Why is...she real to...you. Why not me?"

Ben was silent for a long time. "I...honestly...didn't care...which was real. I sided...with her...because...part of me...thought...it was my chance...to finally be with you. Her. You know what I mean."

Gwen nodded.

"You were...basically dating Kevin," Ben continued. "And she was...broken. Devastated. So even after...I found out...there were two...I didn't care. I...couldn't see either of you...suffer. And I knew that...since Kevin would...stay with you...the other Gwen would be...alone. I wasn't...sure I could...be with her. But...somehow...some part of me...just knew...that I was supposed to...choose her. It's...hard to explain. It felt...like...the choice...was made before...she was even...in trouble."

Gwen nodded slowly. "Why are you in love with her?"

Ben shook his head. "I couldn't...answer that. I guess...it started when...you comforted me...after Kai. I was...hurting...and you were there. My heart just...used you to fill the void. And then...as the summer went on...you were there when...I needed you. When you taught me...to dance...I was more distracted by...being near you...than by trying...not to mess up. Whenever you were...in danger...I was terrified. When Zombozo almost took you...I was...so scared." His head dipped and he had to fight not to fall asleep. "But I didn't...really understand...until...Xenon. When I...thought I lost you."

Gwen nodded. "I'm sorry for...being mad at you...for choosing her. I understand now."

Ben nodded, looking at the door. "What do-"

Juat then, some crashed into the door, denting it and causing the lights inside to flicker and die. Then, pink mana burst from around the edges of the door in spikes before ripping it free of the wall. Instantly twin beams of pink mana hit Ben and Gwen for a moment, giving both an energy boost, beforw Ben's Gwen and Kevin both stepped into the room, hugging their respective significant other. Ben kissed Gwen instantly, uncaring of the other Gwen or Kevin's views on the subject. Not that it mattered, since they were kissing as well.

"I was afraid I wouldn't be able to get here in time," Gwen smiled.

"You did," Ben smiled, kissing her again.

After a moment, however, Gwen pulled back. "We need to go, now!"

"Why?" Ben asked.

"It's him," Gwen said, giving Ben a meaningful look as she trembled, Kevin and the other Gwen both thoroughly confused. "It's the Highbreed who tortured me. This is his ship."

Ben's expression grew cold instantly but Gwen cupped his cheeks.

"Please," Gwen pleaded. "Let's just go."

Ben hesitated before nodding, his face softening again. Gwen smiled and gave him a quick kiss before turning and leading him out of the room, Gwen and Kevin following. As they ran, Ben looked around at the destruction and the decimated, most dead, army of DNAliens scattered around the hallways.

"Kevin, was this you?" Ben asked.

"No," Kevin said. "Your Gwen did this. I could barely keep up. She did that thing with the black body and just blasted through everyone we met. Ben, most of these were the people that disappeared. The Highbreed in command here was building his own army."

"Kevin, try to be as understanding as you can when I tell you that I sincerely don't care about these people dying," Ben said. "Not this time. If the Highbreed in charge really is the one Gwen says it is, these people would have died anyway on _my_ way out."

"What did they do to her?" Kevin's Gwen asked.

"Everything," Gwen said.

Everyone fell silent just before they ran into a large round room and slowed to a stop. The exit was just ahead, but the Highbreed was standing in front of it, somehow seeming even more smug than normal.

"I guess we go through you, then," Ben growled, blue mana enveloping his fists.

Beside him, Gwen staggered backward, eyes wide with terror. "Ben...I..."

"I know," Ben said. "I'll do it. You leave with the others."

"Yes, Gwen, run away like the scared little vermin you are," the Highbreed said. "Run as far as you want. I'll just follow you there."

Gwen was shaking, so Ben shoved both hands forward in answer to the Highbreed, a massive beam of mana flashing between them, only to explode into a pitch black barrier that looked like it was formed of thick black smoke. Ben could tell it was mana, but it felt wrong. Corrupt. Poisoned. Rotten. The moment the beam ended, the barrier faded, an arc of black mana flashing out and exploding into Ben, Kevin, and Kevin's Gwen, launching them all. Ben groaned, slowly starting to push himself up as the Highbreed sent Gwen sailing across the room with a kick.

"I'm impressed you were able to make peace with the other Gwen," the Highbreed said. "I'll enjoy getting to break a Gwen all over again. And don't worry," he deflected a blast from Ben and blasted him in the chest, "I know how much you enjoyed your time with my DNAliens, so I'll allow you both to enjoy their company, again, and again, and again."

Ben shot through the air at the Highbreed, but it turned, slamming a mana-coated fist into his face, sending him exploding into a wall, his back snapping as the wall dented. Then, there was a scream of rage and suddenly Gwen was in her Anodite form again, pelting the Highbreed with mana. Except, something was wrong. Even as the Highbreed staggered away from the strikes, Ben could sense that the Highbreed was growing stronger. He felt his gut drop. The Highbreed was absorbing the mana.

"G...Gwen..." he croaked, but he could barely speak, let alone call out.

Before it could become a problem, pink mana began to spiral around Ben, Kevin and the other Gwen dragging Ben's Gwen into the vortex, literally kicking and screaming, each holding an arm. Then, Kevin's Gwen groaned in effort, eyes flashing before the mana flashed and faded, leaving them all in Ben's bedroom, Ben lying on his bed.

"Calm down!" Kevin shouted.

"No!" Gwen screamed, tears streaming down her cheeks, even in her anodite form. "I have to fight! I can't be chased by him anymore! I have to stop him!"

"You have to heal Ben!" the other Gwen shouted, leaning heavily on Ben's desk. "Look at him!"

Gwen looked at Ben and froze, eyes wide before she transformed back, sobbing and scrambling out of Kevin's hold to Ben. She sobbed out multiple apologies as she worked to heal Ben's multiple broken bones. Finally, once healed, Ben sat up, pulling Gwen into a kiss to silence her.

"Hey," Ben said, smiling. "No permanent damage, right? So you don't need to apologize. Besides, he was ready for us, and he was too strong. You couldn't have won."

"But...Gwendolyn told me...I have to fight," Gwen sobbed.

"You met Gwendolyn again?" the other Gwen asked, earning a nod.

"You _did_ fight," Ben smiled. "And you saved me. Now the fight's over. So please, just be here with me."

Gwen continued to sob but nodded, clinging to Ben. Ben sighed and glanced at the other Gwen and Kevin, both of whom nodded and left without another word, leaving the two of them in privacy.

* * *

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	13. Chapter 13

I do not own Ben 10 Alien Force or any of the characters.

* * *

All That Matters

Ben gently trailed his hand over Gwen's back, his other arm wrapped around her and resting on her hip, thumb gently stroking her leg as she sobbed. She had been crying for the last two days since they got back. Kevin had towed Sandra's car back for them, and he and the other Gwen had been trying to find leads ever since.

"I know I said I wouldn't ask," Ben said finally, "but I'm worried. Please talk to me Gwen. I haven't seen you this...broken...ever. You're scaring me."

Gwen pushed herself up, taking a few moments to get herself mostly under control. "W-When I was talking to G-Gwendolyn...she said.

"What?" Ben asked.

"She said...she's my future self. I...asked her w-why she didn't...warn me a-about the DNAliens...b-but...sh-she said sh-she c-couldn't."

"Okay," Ben said slowly, not quite understanding.

"She couldn't tell me because I'm not real!" Gwen shouted, breaking down again. "I hadn't been made yet! I'm the DNAlien clone!"

She broke down completely and Ben pulled her into a hug, Gwen struggling to pull away. Ben held her more tightly, shushing her quietly and rocking slightly.

"Let me go!" Gwen finally sobbed. "I h-have to leave!"

"No you don't," Ben said.

"I'm the clone!" Gwen sobbed. "I'm a time bomb! We have no idea what I'm programmed to do!"

"So?" Ben asked, gwen's eyes widening as she stared up at him. Ben pushed her away slightly so he could looke her in the eye sternly. "Gwen, I will never be afraid of you. And I will certainly never hate you. You fought the being that scares you more than anything else in existance or non-existance to protect me. You will never hurt me, and I will never let them hurt you again. I don't care if you're the real Gwen or a clone. It doesn't matter to me. I love you just the same. Clone or real, you are the love of my life. You are my whole world. I will never stop loving you, and no matter what it takes, I will _always_ protect you. And I'm not letting you walk away on me now. Not for anything."

"How can you still love me knowing what I am?" Gwen cried.

"Because you are, and will always be, Gwen Tennyson, my dorky cousin who I love with all my heart," Ben said. "It doesn't matter if you're a clone, because to me, you're still you. And if you can't love yourself, then you let me know, and I'll love you for us both."

Gwen smiled. "You're such a doofus."

Ben smiled and kissed her, Gwen sighing and leaning into the kiss, shifting to straddle his lap, hands holding him by the neck, pulling him toward her as his hands held her by the small of her back. The kiss wasn't slow or gentle. It was frantic, desperate, and there was a thick undercurrent of need. Gwen's tongue dragged along his lower lip and he allowed her own entrance, their tongues dancing and sliding against each other's for several seconds before Ben pulled away. Gwen chased him instantly, but this time, Ben rolled over, pinning Gwen to the bed before slowing his kiss a little at a time, Gwen slowly following suit, calming until the kiss was gentle and loving again. Finally, Ben pulled away again, smiling down at Gwen, who smiled back at him, albeit with tears in her eyes.

"I love you Gwen," Ben said.

"I love you too," Gwen smiled, her hands curling around the hem of his shirt.

"Are you sure about this?" Ben asked, worry in his eyes. "We don't have to do anything you don't want."

"I...I want to be with you," Gwen said. "I want to give you everything. That is...if you can stand the thought of being with me knowing-"

Ben kissed her hard, Gwen gasping and accidentally allowing his tongue to slip into her mouth as he settled his weight onto her, making sure she could feel the buldge in his pants, this time. Gwen moaned, hips shifting against him instinctively, making him suck in a breath, pressing into her harder for a half a breath before he pulled back.

"I want this," Ben promised her. "I don't care what happened before. I love you no matter what. I want to be with you, but only if you're okay."

Gwen nodded, tears running down her cheeks yet again as she kissed him. This time, it was her that rolled them, getting on top of him before her hands began to explore his torso. Ben sighed, his own hands drifting over her form. Arms, back, legs, sides, but. Anywhere he could feel Gwenb his hands explored. He didn't care where it was, he just needed to feel her. And he wanted her to feel his love for her as much as possible. Gwen whimpered slightly as his hands reached her butt again, her tongue seeking his again, his own meeting hers again as he began to massage her rear. Gwen's hips rocked slightly from the action and her skirt pressed tight against him, impeding contact and movementb so she grunted in annoyance, pulling back for a half second.

"Pull it up."

Then, their lips were joined again, tongues sliding against each other's the same as before. Ben slid his hands down a bit, hooking his fingers under her skirt and pulled it up, getting it up around her waist before returning to massaging her rear, revelling in being able to feel how firm it was now. At the same time, Gwen pressed down into him, whimpering as she began to grind against him. Ben groaned, feeling his pants become more and more tight and uncomfortable as she continued. After a few minutes, Gwen lifter her torso a bit and Ben instantly took the hint, his hands sliding up to cup her breasts, Gwen moaning as he began to knead and massage them. However, her bra was getting in the way. Gwen seemd to be thinking the same thing because after barely a minute, she sat up, staring down at him hesitantly, almost seeming afraid suddenly.

"It's alright," Ben said. "We can stop if you want."

Gwen shook her head. "I just...I'm not...I'm...damaged. Ruined."

Ben realized what she meant, suddenly remembering the shower that started it all, and the scars he had seen. He shook his head. "You're beautiful. Everything about you is beautiful. I will never think of you as anything less than that."

"Do you promise?" Gwen asked.

"Yes," Ben nodded. "I promise."

Gwen nodded and took a deep breath before closing her eyes and pulling her shirt off, the bra going with it. Ben stared. Now that he was actually looking, he saw that he hadn't grasped just how badly scarred she was. Her abdomen was littered with scars, her sides, her arms. But her breasts were far worse. The scars on them were barely more than jagged white lines on her skin now, but there were _so many_. Almost her entire breasts were scar tissue. Ben swallowed hard, tears streaming down his face as he gently brushed his hand over her skin, tracing various scars. Gwen, having kept her eyes closed for fear of seeing disappointment in his, finally looked down at him after a moment, and her own eyes watered.

"I'm so sorry," Ben said, voice broken. "I...I should have protected you."

"You couldn't," Gwen said. "You couldn't have known. Especially since I'm..."

"No," Ben said. "You're Gwen! And I failed you."

Gwen shook her head, wiping her eyes. "You saved me. I...I'm sorry I'm so..."

Ben sat up instantly, kissing her and holding her tight. "You are beautiful. Don't ever question that. You are the most beautiful girl I ever have, or ever will know, and I love you for everything you are, scars included. They prove how strong you are to have made it through what you did."

Gwen smiled and nodded, kissing him again. Ben sighed, laying back and allowing his hands to explore her newly exposed skin. Her skin was soft, amazingly so, but even with his eyes closed, he was able to count her scars by the way they were slightly smoother than the rest of her skin, and the odd few that were slightly raised. His mind kept a count as his hands trailed over her skin. Twenty. Thirty five. Forty five. Fifty. His hands reached Gwen's breasts again and she moaned, lifting herself lightly to give him more room. Eighty. Eighty five. Eighty seven.

Gwen moaned and pulled back, Ben instantly rolling them over. Then, Ben began to kiss his way down her neck, Gwen whimpering and moaning as he worked his way slowly down to her chest. Then, he began to kiss her, struggling not to kiss each scar. He began to worship her breasts, kissing every exposed inch before eventually working his way up to her straining nipples. Gwen moaned as he began to suckle on one nipple, his left hand working the other breast and his remaining hand sliding down and into her tights and panties. Gwen moaned heavily as his fingers began to work her folds, quickly getting the hang of telling what she liked best. Gwen moaned even more as he pushed two fingers into her, kissing his way to her other nipple, Gwen catching his other hand in hers. Her other hand tangled into his har, holding him in place. Soon, he felt Gwen beginning to trenble around his fingers and began to kiss his was downward. She caught his head just above her tights, and he paused, looking up at her.

"I'm..."

"It's alright," Ben said, smiling supportively. "I don't care about that."

Gwen nodded hesitantly and Ben slowly pulled her tights down, beginning to kiss her scars. It was worse than her toso. Her legs were horribly scarred, everywhere, but between them, there were only two. He knew what they were from. He had suspected they might be there since she had told him she had been raped. The DNAliens had split her open. He leaned forward, kissing the scars before beginning to trail his tongue through her slit, Gwen moaning instantly. He brought his fingers back up to her opening and continued to finger her as his tongue worked her folds and clit, once again figuring out what she liked quickly.

After a few moments, he had gotten her back to where she had been before, moaning into her hand to try and muffle herself as she twitched and trembled around his fingers. Finally, with one quick successions of rapid thrusts and a moment of sucking her clit hard, she cried out into her hand as she tumbled over the edge. She bucked and jerked, Ben kissing her to muffle her, and still his fingers worked her tunnel, his thumb working her clit, extending her orgasm. When she finally came down, she began to pant and gasp for breath, clinging to him to keep from being lost in the sea of post-orgasmic bliss.

"You're so beautiful," Ben whispered in her ear before kissing her.

"I...I can't..."

"It's alright," Ben smiled. "Nothing you don't want."

"I want to be with you," Gwen said. "I just...I can't...do anything to get you ready."

Ben chuckled. "Gwen, I _am_ ready."

"But...don't you want me to..."

"I told you, whatever you want, nothing you don't," Ben said. "Like Subway."

Gwen laughed in spite of herself. "You're such a dork!"

Ben smiled and Gwen kissed him again, pulling at the hem of his shirt. He pulled back and tossed it aside, Gwen's hands drifting over his skin, causing goosebumps. After a minute, she unbuttoned and unzipped his jeans and he quickly slid them and his underwear off, tossing it away. He sat up and looked down at Gwen, silently asking for permission again.

Gwen stared at his member a moment longer before swallowing hard. "Can...Can I be on top? I don't know if...I...want to be able to..."

"Go as slow as you need to," Ben said, laying on his back, his member standing proudly, awaiting orders.

Gwen mover over to straddle him, lining him up with her tunnel before hesitating. After a moment, it passed and she began to lower herself onto him. Ben wasn't sure what he was expecting. Maybe for it to feel weird. Maybe for her to be a bit loose due to her...specific circumstances. Maybe for her to break down and cry, unable to go through with it. Instead, her tunnel gripped him almost painfully tight, and Gwen had to inch her way down his length by bouncing slightly, face contorted in discomfort as she did. And every movement of her slick inner walls against his member felt so amazing that he actually was aafraid he might accidentally finish before he was even all the way in.

After a few minutes of her very, very slowly working him inside of her, she finally bottomed out, finally having him seated fully inside of herself. He grit his teeth, letting out a shaky breath as he tried not to make a fool of himself.

"Are you...okay?" Gwen asked, suddenly breathing heavily.

"It's...amazing," Ben said, also breathing hard, thoughh rather from discomfort, his was from trying not to pre-ejaculate. "I don't...think I'll last...very long. I'm sorry."

Gwen shook her head. "It's alright. I don't mind. I'm happy enough just being with you."

After a few more minutes of adjusting, Gwen finally began to move, raising her hips slowly, before pushing back down. Ben groaned, felling his will snap, only for instinct to lead him to form mana inside of his member, blocking it and keepinghimself from finishing. Gwen bounced again, then again, Ben's senses suddenly on overload as it tried to get the release it was being denied.

Gwen continued moving slowly for a bit longer before speeding up a bit, then a bit more. Ben's member burned with need, but Gwen's discomfort was finally fading, being replaced by pleasure, so he ignroed his own discomfort, instead focusing on holding the block in place so that Gwen could feel better. He moved his hands to her hips, his right thumb beginning to rub her clit as she rode him. Gwen moaned appreciatively as he did, speeding up eveven more, her hips smacking down on his thighs with each bounce and the wet sounds if her tunnel repeatedly devouring his member joining her pants and moans. Ben was glad Sandra and Carl were out grocery shopping at the moment, but doubted he'd care too much if they weren't.

"Gwen," Ben moaned. "I don't think...I can..."

"It's alright," Gwen said, moaning and speeding up more, hands on his chest for leverage. "You can do it inside whenever you're ready."

Ben groaned, hips involuntarily thrusting up into her once, Gwen moaning harshly. Ben allowed himself to thruat again and again, Gwen moaning again as he did, beginning to bounce on his member almost frantically. Ben struggled to hold out, but he could feel his barrier starting to fail. He felt Gwen's insides twitch around him once and realized that she might be closer than he thought. He redoubled his efforts to make her feel good, rubbing her clit faster and thrusting up into her harder and faster. However, just as Gwen was getting close, Ben's focus broke and he grunted, jerking her hips down onto him, beginning to pump his seed into her, Gwen crying out in pleasure as he did. He tried to keep thrusting for her, but his movements were jerky and awkward. Finally, he was empty and Gwen lay on his chest, panting and clinging to him, insides twitching around him. He sighed quietly. Too soon. Except, he wasn't soft yet. He wasn't fully hard, but he was close. He thrust up into her and Gwen moaned weakly, hips rocking against him, though she remained laying down. He pulled his feet up closer to him and used the leverage to thrust into her, Gwen moaning hoarsely as he did.

Then, after a few minutes, cried out in pleasure. "Oh God! Yes! I'm cumming Ben!"

Her insides clenched and spasmed as she arched, bucking agaisnt him as he continued to thrust into her. However, within a couple dozen rapid thrusts, his second orgasm exploded into existance out of nowhere, Ben pumping even more of his semen into Gwen than before, feeling more and momore exhausted with each spurt of semen. Finally, it finished and he collapsed, panting for breath and feeling ready to sleep. Gwen seemed to agree because she simply lay there, panting, and leaking their combined juices.

"I love you Gwen."

"I love you too. And no matter what, I always will."

"You took the words right out of my mouth," Ben smiled.

Gwen smiled and kissed him before laying her head back on his chest. A few minutes later, both had fallen asleep.

* * *

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	14. Chapter 14

I do not own Ben 10 Alien Force or any of the characters.

* * *

Vow

Gwen pulled her shoes on, then wiped her eyes and double-checked her note. She turned to the door, but just as she closed her hand around it, Ben's voice stopped her in her tracks.

"Where will you go?"

"Don't try to stop me, please," Gwen said, barely holding back her tears. "I can't stay here. I'm a monster. I was never supposed to exist, and I won't endanger you by staying."

"I told you Gwen, I'm not afraid of you," Ben said. "I never will be. So if you need to leave, then okay. You can. But I'll be right there beside you. I won't force you to stay, and I don't _want_ you anywhere near the DNAliens. So if you want to leave, you can, but I'm not letting you walk out of my life, so I'll go with you."

"You have to protect the world," Gwen said.

"I choose to protect _my_ world," Ben said. "Even if that means Earth will burn."

Gwen's shoulders began to tremble and her hand slipped off the doorknob. Ben crossed the room in two steps, wrapping his arms around her, Gwen turning into his embrace, beginning to sob.

"I don't want to hurt you!" Gwen sobbed.

"You won't," Ben promised. "You will never hurt me, no matter what anyone tells you_. My_ Gwen won't let anyone tell her how to live her life."

Gwen began to sob harder and Ben guided her back to the bed, Itting down and lifting her into his lap, gently rocking and stroking her back. She began to calm down after a few minutes, and settled into his embrace. "I love you Ben."

"I love you too, Gwen," Ben said. "But if you ever try to leave me again, I'm going to have to chain you up in the basement."

Gwen laughed, wiping her eyes. "Well, I guess I'll just have to keep fighting to be at your side, then." she fell silent as her own words registered in her brain. "Please, don't ever let me go."

"I won't," Ben said. "I'll never let you go. I promise."

She nodded just as Ben's phone began to ring. He used mana to float it to himself and answered it when he saw it was Kevin.

"Ben, we found something we think you should see," Kevin said. "And we kind of need your help with it."

"Sure," Ben agreed. "Where do you want to meet up?"

"Mr. Smoothie," Kevin said. "Bow does twenty minutes sound?"

"Sounds good," Ben said. "We'll be there."

He hung up and gently pressed a kiss to the top of Gwen's head. "I need to get dressed."

Gwen nodded and stood, Ben quickly pulling his clothes on before they headed outside and quickly headed to the restaurant. They found Kevin parked out behind it with the other Gwen and a guy they didn't recognize. As they walked over, Kevin's Gwen restrained the man with mana.

"What are you doing?" Ben asked. "Is he dangerous?"

"It's not for us," the other Gwen said. "It's for her."

Ben glanced at his Gwen, who looked thoroughly confused, then nodded. "Show me."

Kevin reached up to the man's face and pulled an ID Mask off, revealing a DNAlien. Gwen gasped harshly, staggering backward a step, Ben stepping between her and the DNAlien. However, it made no move to attack. Instead, it knelt.

"They said you could help me," the DNAlien said. "Please. I don't know what the aliens did to me, or why I look like them, but they said you could fix me."

Ben blinked in surprise, glancing at Gwen, who looked equally surprised, then at Kevin and the other Gwen. "What is this?"

"We think there's something wrong with his Xenocyte," Kevin said. "When we found him, he was trying to get a key to the DNAliens' gateway away from them, but we had to choose between saving him or getting the key. We chose to save him."

Ben nodded and glanced at the Omnitrix. It looked like it was fully recharged now, so it should work. He set his hand on the DNAlien's head and the Omnitrix flashed, leaving the same man as the DNAlien had used the mask to turn into behind. Ben blasted the Xenocyte with his mana, killing it, and the man stared at his hands before touching his face and smiling.

"Thank you! Thank you so much! I...I have to get home! I...I have a family! I remember! I need to go!"

And then, he ran off, cheering and shouting thanks back at them. Ben sighed, then glanced at Kevin.

"How're you two holding up?" Kevin asked.

"We're good," Gwen smiled, slipping her hand into Ben's. "Really."

"That's good," Kevin nodded. "Now can we talk about that Highbreed using mana powers to whoop our butts? How the heck is that a thing?"

"The mana felt wrong," Ben said. "Corrupted, or rotten or...something."

"Perverted," Gwen said. "That's the word you're looking for. It was a perversion of what mana is supposed to be. But I don't understand how it's possible. Anodites don't have DNA, and the spark isn't able to be passed on through blood transfusions...or any of the things they tried."

"Apparently they can," the other Gwen said.

"What if the cell was syphoning our Anodite powers into the Highbreed?" Ben asked. "After months of syphoning, it might have stuck."

Gwen was silent for a long while. "Maybe. But it doesn't really matter how it happened. The point is that this makes him a lot harder to beat."

"We'll find a way," Ben said. "We always do."

"What if we can't?" Gwen asked. "He absorbed all of my attacks. What if we can't beat him?"

"Well, he can't absorb debris, boulders, or my aliens' fists," Ben said.

Gwen was silent for a moment before nodding, eyes beginning to water, the tears rapidly spilling down her cheeks. "There's...something else we need to tell you."

"What?" Kevin asked.

"I...We...You remember us saying we met Gwendolyn, right?" Gwen asked.

Kevin and the other Gwen nodded.

"She...She was _my _future self...and...she said...well...more hinted..."

"It's alright," the other Gwen said supportively. "Whatever it is...you can tell us."

"I'm...I'm the clone," Gwen said, barely holding together. "I'm the one the DNAliens created. I'm a time bomb."

Kevin and the other Gwen stared at her in silence for a long few seconds, unsure what to say. Finally, the other Gwen stepped forward, wrapping her arms around her counterpart.

"Okay," the other Gwen said. "Thank you for letting us know. But it doesn't matter."

"W-What!?" Gwen stammered, pulling away, confused.

"So what if you're a clone?" Kevin asked. "That doesn't matter. Like Ben said, whether always were or not, you're _both_ Gwen now, and we're not going to kill you for not being the _right_ Gwen."

Fresh tears flooded down Gwen's cheeks before she pulled Kevin into the hug as well, holding both him and the other Gwen as she sobbed. The other Gwen pulled Ben into the hug as well and he snaked his arms around his Gwen, kissing the back of her shoulder.

"Thank you!" Gwen sobbed. "Thank you!"

"You're family," the other Gwen said. "Both because you're me, and because you're with Ben. So we're not going anywhere, and neither are you."

Gwen began to sob even harder and Ben held her more tightly against himself. They remained there for a long while before separating. Gwen sniffed and wiped her eyes.

"Do we have any more leads on the DNAliens right now?" Gwen asked.

"Not yet," Kevin said, shaking his head.

"Then, I think Ben and I should go help Grandpa with the DNAliens in the Null Void," Gwen said.

"Good idea," the other Gwen nodded. "I'll call you if anything happens."

Gwen nodded and opened a portal to the Null Void. She looked over at Ben and he took her hand, smiling.

"Shall we?" Ben asked.

Gwen nodded and they both flew through the portal, which closed behind them.

* * *

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	15. Chapter 15

I do not own Ben 10 Alien Force or any of the characters.

* * *

Monkeying Around

Ben sighed as the Omnitrix reported itself out of power. They were close. Only a handful more. He focused, tiny blue spheres of energy forming in the air around the Omnitrix, seeping into it for several moments before the Omnitrix beeped and turned green. Ben smiled, wiping a little sweat from his forehead before continuing, curing the last of the Null Guardians, having started with the normal DNAliens. Just as he cured the last one, the Omnitrix once again ran out of power. He sighed, destroying the last Xenocyte and turned to Gwen, who smiled proudly and nodded.

"This thing's too high-maintenance," Ben said.

"You did excellently," Gwen smiled, hugging him.

"Gwen's right Ben," Max smiled, setting his hand on Ben's shoulder once Gwen had released him. "Come on in. Let me make you dinner before you go."

"Uh, that's alright Grandpa, we really better get back," Ben said.

"Yeah, who knows what kind of trouble Kevin and that other me are getting into," Gwen added.

"Kids, it's going to be a while before we can see each other again," Max said, his tone hinting that he wasn't really giving them a choice. "Let me make you two dinner."

They glanced at each other before nodding and following him to his room. He motioned for Ben to close the curtain behind them and Ben did before Max set a cube in the center of the room, the cube opening into the corners, revealing a sphere in the center, which instantly projected a barrier over each wall and the curtain.

"This sphere's completely soundproof from inside out," Max said, "though we can still hear what's going on outside. So, is there anything you'd like to tell me?"

Ben and Gwen stared at him. Both were confused and afraid. He couldn't really have figured it out, right? Or, maybe he had. They weren't very good at hiding it, apparently.

"What...are you talking about, Grandpa?" Gwen asked, doing an admirable job at not sounding as nervous and down-right terrified as she really was.

"No?" Max asked. "Ben?"

Ben simply shook his head, not trusting his voice. Max sighed heavily, pinching the bridge of his nose. After several seconds, he inhaled deeply.

"Alright," Max sighed. "I'll start. The other Gwen told me everything."

Ben and Gwen both paled instantly.

"She did!?" Ben gaped.

"Why!?" Gwen asked.

"Because I'm your grandfather and I have the right to know what my grandchildren do!" Max snapped, then sighed. "Look...I'm not angry with you. Honestly...I think I understand."

"You...do?" Ben asked, brow furrowing in confusion.

"Yes," Max nodded. "It's...It's never pretty the first time you take a life. I understand how you feel, Gwen."

Ben and Gwen both relaxed visibly, both of them sighing in relief.

"I just want you to know that I'm here for you if you need to talk," Max said. "Just one inter-dimensional portal away."

Gwen smiled. "Thanks Grandpa. But, I think I'm okay this time. Honestly, my guilt was washed away at relief that I was able to save Ben and the other Gwen from that Highbreed."

Max nodded, face remaining serious. "That's good, but that won't always be the case. At least, it shouldn't be. A good cause doesn't always justify killing."

"I know, Grandpa," Gwen said. "You taught us well. I understand."

Max nodded, smiling. "Alright. You two better get going before the other two get into trouble."

Both nodded and Gwen opened a portal for them, both walking through as Max turned off his barrier projector. Once both were through, Gwen let the barrier close and they collapsed onto Ben's bed, Ben on his back and Gwen face down, Gwen groaning loudly into the mattress.

"That was _way_ too close," Ben said.

"I could have sworn he figured out about us for a second there," Gwen said, rolling onto her side, her head landing on his shoulder, his arm slipping under her and holding her close.

"So did I," Ben said. "I love you, but I'm not ready to make it Facebook official yet."

Gwen snorted, jabbing him in the ribs. Both laughed for a few minutes before beginning to simply lay there, enjoying each other's presence. Ben's fingers began to drift up and down her upper arm and Gwen smiled, closing her eyes and allowing herself to slowly loose herself to the sensation. Ben watched as Gwen slowly began to drift off to sleep. She was so beautiful. In every way. He reached down, placing a feather-light kiss on her forehead and she scrunched her face up adorably.

"I was almost asleep," Gwen complained.

Ben chuckled. "Sorry. I couldn't help myself."

Gwen looked up at him, smiling, then reached up, kissing him. He sighed, kissing her back, and rested his hands on the small of her back. However, just as her tongue trailed across his lower lip, the door began to open and Gwen launched herself away from him, snatching up her book and opening it.

"Oh, you're back!" Sandra smiled.

"Yeah," Gwen smiled. "We just got back a few minutes ago, so we decided to rest for a few minutes."

"Alright, well, dinner's almost ready if you're hungry," Sandra said.

"Yes please," Gwen smiled.

"Sure," Ben agreed.

"Alright," Sandra smiled. "Go get washed up and head down to the table."

Both of them nodded and Sandra left, closing the door behind her. Ben and Gwen both sighed heavily.

"That was too close," Ben groaned.

"No kidding," Gwen sighed. "Come on. Let's go get some food that wasn't made by Grandpa."

Ben nodded and they both washed their hands and headed to the table to eat.

* * *

Ben ducked behind a tree as DNAliens poured out of the overturned prisoner transport. Globs of goo splattered all around him as they fired at him and Gwen.

"I _told_ Kevin this was a trap!" Ben called to Gwen.

"Well with any luck, their job wasn't," Gwen called back. "You ready?"

"Oh yeah!" Ben grinned, turning the dial on his omnitrix before slapping it back down, transforming into Spider Monkey. "Let's finish this quickly. I'd like to get home in time to have some time with you before Sandra and my dad get home."

Gwen smiled and nodded before both took off, blasting the DNAliens with their Anodite powers as Ben also shot bursts of webbing out of his tail. Suddenly, a buss screeched to a halt on the road with them just in time for aliens to flood out of it. Ben swore as these ones began to fire at him with their laser guns, filling the air he was swinging through with lasers. He turned, using webbing to swing into the forest, half of the DNAliens followed. As he swung, he heard Gwen shout in pain. He narrowed his eyes.

"That's it!" he growled. "Now I'm mad."

He swung up around a branch, a laser blasting it before he shot back toward the DNAliens, launching a barrage of energy blasts into them and knocking them all out before swinging back toward the road as fast as he could. However, just as he swung out of the trees, he found Gwen watching a second Spider Monkey carefully, a couple dozen DNAliens fleeing in the bus, the group Ben had fought fleeing out of the trees and leaping onto it as it passed, one running after it.

"Gwen!" Ben called out, landing beside her. "Are you okay?"

"I'm fine," Gwen said. "This guy took out all of them before they could do anything."

Ben tapped the omnitrix symbol on his chest and deactivated the omnitrix. "Thank you for helping her."

"Oh my God!" the alien said. "You're the famous Ben Tennyson! I never thought I'd meet you!"

"Uh, yeah," Ben said. "Maybe you could help us stop those DNAliens."

"DNAliens?" the monkey asked.

"Those things that attacked us," Ben said. "You've never heard of-"

"No, and I'm sorry, I can't do anything more for you," the monkey said. "I've got something important _I_ have to do."

"What's that?" Gwen asked.

"Oh, no, it's alright," the monkey said. "I'd appreciate it if you could just tell me where there's a cryogenics lab around here."

"A what?" Ben asked.

"It's not important," the monkey said. "I'll find it myself. Glad I could help _you_ at least." He passed Ben, scurrying up a tree to a branch and turning back to them. "With any luck, my own mission will go as well!"

Then, he turned and left. Ben frowned as Gwen walked over to him, slipping her hand into his.

"You okay?" Gwen asked.

"I should be asking you that," Ben said. "It sounded like you got hurt."

"Just a kick to the back," Gwen said. "Thanks to him."

Ben nodded. "Come on. Let's get home while the house is still empty."

Gwen smiled and nodded, quickly teleporting them both home. Once they were back, Ben opened the door to his room, listening.

"Dad, Sandra, we're home!" Ben called out.

After a few seconds of silence, he grinned, closing and locking the door before turning to the bed, where Gwen was waiting for him. He walked over to her, kissing her before slipping his shoes off and climbing onto the bed, Gwen instantly straddling his hips and kissing him again, more hungrily this time. He let out a low chuckle as he felt how worked up she was, and slid his hands down to cup her firm rear. Gwen moaned as his hands squeezed and kneaded her, making her hips rock against him. After a few minutes, she pulled back from the kiss, pulling her sweatshirt up over her head before Ben sat up and recaptured her lips, hands leaving her ass to quickly undo the buttons of her blouse.

* * *

Ben dropped off the Spider Monkey that had saved them before, having just used Goop saved the monkey from being shot by a cryogenics lab's security while the monkey was stealing something, then stopping him from killing one of the security guards. Ben reformed beside the monkey and transformed back to normal, grabbing a few sticks from around them and set them up beside a cliff, lighting it on fire with his anodite powers. After a moment, Gwen joined them, having been waiting a little ways away in case they needed backup, but close enough that Ben wouldn't worry about her being taken by the Highbreed again.

"What am I supposed to do with you?" Ben sighed. "I owe you one, but you're just a common thief."

"How dare you!" the monkey said, two of his arms shoving Ben before he glared at him. After a moment, however, his glare faded to a look of shame. "I'm sorry. You're right. I _am_ a thief, but not a common one. My name is Simian. _Prince_ Simian."

"Prince?" Ben asked. "Now, wait a minute..."

"We call my planet, Arachna," Simian explained. "There's a legend we have about someone named Jefred. he was leading the Arachnichimps against an army of aliens. He was totally outnumbered. It looked hopeless, until he saw a light coming from a cave. Inside he found a crystal refracting light from enemy campfires. He saw that the cave was actually a tunnel leading to the enemy's rear flank. He led his troops through the tunnel on a sneak attack. They were able to drive off the aliens, and it never would have happened without that crystal. Jefred was crowned king of Arachna, and the crystal became the symbol of our monarchy. My father, the king, he died suddenly when I was finishing school, but just as I was about to be crowned, the crystal disappeared. The people thought it was a sign I didn't deserve to be king. A military dictator took over."

"What are you going to do?" Ben asked.

"Prove that I am worthy of the throne," Simian said. "I'm going to get that crystal back."

"Where is it?" Ben asked.

"Hidden in a fortress," Simian said. "That's why I need that equipment, to help me break in. And that's also why you can't interfere anymore. Understand?"

"Wait," Ben said. "You don't have to steal anything else. Let me help you."

"Are you sure?" Simian asked.

"Sure," Gwen said. "We'd be glad to help. But, I'm curious. If the crystal disappeared, how'd you know it was hidden in a fortress, much less where the fortress was?"

"As the rightful prince, I had the same connections that my father did, as well as some from when I was in school. One of my connections managed to point me in the right direction, and after a very long time of searching, I finally found it. However, I need equipment to get in. I came to this planet to get it from the plumbers. All of their best equipment, that is at a low enough security location to steal, is on Earth. However, even at minimal security, Plumber bases are...next to impossible to steal from alone. So instead, I decided to make do with Earth's less valuable equipment, since I'm already here."

Gwen nodded. "Fair enough. Where is it?"

"That's the other reason I came to this planet," Simian said. "The fortress is one your moon."

Ben stared at the moon, then at Simian. He nodded after a moment. "Alright. Give us about a day to prepare and we'll meet you back here."

Simian nodded, thanking them, then ran off. As he did, Ben and Gwen turned, beginning to fly home.

"I don't trust him," Gwen said.

"Yeah, I'm not sure I do either," Ben said. "I feel bad for him about his dad and losing his throne and all, but I don't know if I believe the symbol of his monarchy was stolen and taken to our moon, of all places."

"Exactly," Gwen said. "Are we really going to do this?"

"Yeah," Ben nodded. "If we're wrong, we help someone innocent. If we're right, we can stop him."

Gwen nodded and drifted over to him, wrapping her arms around him and smiling as they twirled slightly in the air. "Let's get a hotel room for a couple days after this. We can tell your dad and Sandra we're camping, or working or something. I want a couple days to ourselves."

Ben smiled, kissing her. "That sounds like a wonderful plan."

Gwen smiled and nodded, kissing him again, this time not pulling away until they were nearing his house.

* * *

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